Amundi → Victory Capital Holdings, Inc. VCTR

This Amendment amends and restates Item 4 of the Original Schedule 13D in its entirety as set forth below: "As a result of the Transaction, at the closing of the Transaction on April 1, 2025, Amundi AM acquired 3,293,471 shares of the Common Stock of the Issuer, which represent 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance, and 14,305,982 shares of Preferred Stock, which together with the Common Stock represent 21.2% of the Issuer's outstanding capital stock on a fully diluted basis, after giving effect to the issuance. The Reporting Persons may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the Transaction, which together with the Preferred Stock acquired at the closing of the Transaction, would result in the Reporting Persons acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. The Preferred Stock is not convertible at the option of the holder and is only convertible into Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the United States Bank Holding Company Act of 1956, as amended (the "BHC Act")) (a "BHC Affiliate") of the holder of the Preferred Stock ("Automatic Transfer Conversion"). The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement (defined below). The Common Stock is exchangeable into Preferred Stock on a one-to-one basis. In connection with the Transaction, Amundi AM entered into the Voting Agreements on July 8, 2024, and the Shareholder Agreement on April 1, 2025, as described under Item 6, which descriptions are incorporated by reference herein. Other than as disclosed in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or could result in any of the events set forth in items (a) through (j) of Item 4 of the form of Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto and/or may determine to acquire additional securities of the Issuer or dispose of securities of the Issuer, in each case, subject to the restrictions set forth in the Shareholder Agreement. In accordance with the Shareholder Agreement, two individuals designated by Amundi AM were appointed to the Board effective as of the closing of the Transaction. The foregoing summary of the terms of the Contribution Agreement should be read in conjunction with the full text of the Contribution Agreement, a copy of which is included as Exhibit 2 to the Schedule 13D and which is incorporated herein by reference. The information set forth in Item 3, Item 5 and, as mentioned above, Item 6 is incorporated by reference herein."