Sec Form 4 Filing - RCP Lake Co-Invest, L.P. @ Victory Capital Holdings, Inc. - 2022-08-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RCP Lake Co-Invest, L.P. 2. Issuer Name and Ticker or Trading Symbol Victory Capital Holdings, Inc. [ VCTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O REVERENCE CAPITAL PARTNERS LLC, 590 MADISON AVE., 41ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/26/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/26/2022 J( 1 ) 1,365,867 D $ 0( 1 ) 1,620,765 I SEE FOOTNOTES( 2 )( 3 )( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RCP Lake Co-Invest, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 41ST FLOOR NEW YORK, NY10022 X RCP Co-Invest GP LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVENUE, 41ST FLOOR NEW YORK, NY10022 X Reverence Capital Partners LLC 590 MADISON AVENUE, 41ST FLOOR NEW YORK, NY10022 X Signatures /s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P. 08/26/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC 08/26/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC 08/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a pro rata distribution of shares of Class A Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P. to its limited partners for no consideration. ( 2 )The reported securities are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P. ( 3 )The reported securities do not include 5,731,774 shares of Class A Common Stock held by certain affiliates of RCP LAKE CO-INVEST, L.P. (the "RCP Entities"). Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee for the RCP Entities and, accordingly, the Reporting Persons disclaim beneficial ownership of such shares. ( 4 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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