Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13D - 102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 1)*
Victory Capital Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
92645B103
(CUSIP Number)
32-0402956
IRS Identification No.
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Azora Capital LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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N/A
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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N/A
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON
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IA
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Azora Capital GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) []
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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N/A
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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N/A
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON
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OO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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Ravi Chopra
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) [ ]
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(b) [X]
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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5.
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SOLE VOTING POWER
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N/A
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6.
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SHARED VOTING POWER
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0
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7.
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SOLE DISPOSITIVE POWER
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N/A
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8.
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SHARED DISPOSITIVE POWER
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0
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES [ ] |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12.
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TYPE OF REPORTING PERSON
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IN/HC
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This Schedule 13G reflects the beneficial ownership of the Reporting Persons (as defined below) as of December 31, 2019,
and amends and supplements the Schedule 13G filed on February 14, 2019, as previously amended (the “Schedule 13G”). Except as set forth herein, the Schedule 13G is unmodified.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the
Issuer.
| (a) |
Amount beneficially owned:
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| (a) |
Amount beneficially owned:
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Collectively, the Reporting Persons beneficially own 0 shares of Common Stock.
| (b) |
Percent of class: 0%
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Each Reporting Person hereby expressly disclaims beneficial ownership in the securities reported in this Schedule 13G
and membership in a “group” as that term is described in Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons
have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ X ].
| Item 10. |
Certification.
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The Reporting Persons hereby make the following certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
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Date: February 14, 2020
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By:
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/s/ Ravi Chopra
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Ravi Chopra
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individually and as managing member of
Azora Capital GP LLC,
for itself and as the general partner of
Azora Capital LP
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* The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its
pecuniary interest therein, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other
purpose.
EXHIBIT A
FILING ACKNOWLEDGMENT
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is
filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 14, 2020
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By:
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/s/ Ravi Chopra
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Ravi Chopra
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individually and as managing member of
Azora Capital GP LLC,
for itself and as the general partner of
Azora Capital LP
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