Victory Capital Holdings SC 13D/A Filing

TL;DR

Victory Capital Holdings (VCTR) filed a 13D/A amendment on July 8th. Nina Gupta is listed as the contact.

AI Summary

On July 8, 2024, Victory Capital Holdings, Inc. filed an amendment (Amendment No. 7) to its Schedule 13D. This filing pertains to the common stock of Victory Capital Holdings, Inc. The filing was made by Nina Gupta, with an address at 15935 La Cantera Parkway, San Antonio, Texas 78256.

Why It Matters

This filing indicates a change in the beneficial ownership or control of Victory Capital Holdings, Inc., which could signal strategic shifts or investor sentiment.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in ownership, which can lead to increased volatility and uncertainty.

Key Players & Entities

• Victory Capital Holdings, Inc. (company) — Subject Company
• Nina Gupta (person) — Person Authorized to Receive Notices
• July 8, 2024 (date) — Date of Event Requiring Filing
• Brown David Craig (person) — Filing Person
• Mannik S. Dhillon (person) — Group Member
• Michael D. Policarp (person) — Group Member

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o

Filing Documents

• tm2419214d1_sc13da.htm (SC 13D/A) — 84KB
• tm2419214d1_ex99-4.htm (EX-99.4) — 75KB
• 0001104659-24-079039.txt ( ) — 160KB

of the Original Schedule 13D, as amended,

Item 4 of the Original Schedule 13D, as amended, is hereby amended and supplemented to include the following: On July 8, 2024, the Company, Amundi Asset Management S.A.S., a French sociéte par actions simplifiée (“ Seller ”) and, solely for certain sections thereof, Amundi S.A., a French sociéte anonyme , entered into that certain Contribution Agreement (the “ Contribution Agreement ”), pursuant to which, upon the terms and subject to the conditions set forth therein, at the closing of the transactions contemplated thereby (the “ Transaction ”), Seller will contribute to the Company, and the Company will accept from Seller, all of the shares of common stock of Amundi Holdings US, Inc., a Delaware corporation (“ Amundi US ”), in exchange for equity securities of the Company representing a 26.1% economic stake, subject to customary adjustments (the “ Share Issuance ”). The Share Issuance is subject to approval of the Company’s shareholders at a special meeting (the “ Special Meeting ”) of the Company’s shareholders to be called for the purpose of voting on the Share Issuance as well as certain amendments to the Company’s charter (the “ Charter Amendment ”). In connection with the entry into the Contribution Agreement by the parties thereto, on July 8, 2024, the ESC entered into that certain Voting Agreement (the “ Voting Agreement ”) with Seller, pursuant to which the ESC agreed to vote the shares of Common Stock held by Company employees, subject to the ESHA and held with the Company’s transfer agent (the “ Specified Shares ”) as of the record date for the Special Meeting in favor of (a) the Share Issuance and the Charter Amendments and (b) against any competing proposal, in each case, subject to the terms and conditions set forth therein. Additionally, under the Voting Agreement, the ESC has agreed, for so long as

of the Original Schedule 13D, as amended,

Item 6 of the Original Schedule 13D, as amended, is hereby amended and supplemented to include the following: The information set forth in Item 4 hereof and Exhibit 99.4 of this Amendment No. 7 are incorporated by reference into this Item 6. Item 7. Material to be Filed as Exhibits. Exhibit Description 99.4 Voting Agreement, dated as of July 8, 2024 - 9 - SCHEDULE 13D CUSIP No. 92645B 103

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 10, 2024 DAVID C. BROWN (In his capacity as a member of the Employee Shareholders Committee) /s/ David C. Brown MICHAEL D. POLICARPO (In his capacity as a member of the Employee Shareholders Committee) /s/ Michael D. Policarpo MANNIK S. DHILLON (In his capacity as a member of the Employee Shareholders Committee) /s/ Mannik S. Dhillon - 10 -

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View this SC 13D/A filing on SEC EDGAR