Sec Form 3 Filing - Crestview Partners II GP, L.P. @ Victory Capital Holdings, Inc. - 2018-02-07

FORM 3 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 Crestview Partners II GP, 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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CRESTVIEW PARTNERS, 667 MADISON AVENUE, 10TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2018 (Street) NEW YORK, NY10065 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 0 ( 1 ) I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

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 Class B Common Stock ( 1 ) ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 35,251,137 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X X Crestview Victory, L.P. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X X Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X X Binderow Alex J. C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X DEMARTINI RICHARD M C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X HURST ROBERT J/NY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY10065 X Signatures By: /s/ Ross A. Oliver, General Counsel of Crestview, L.L.C., general partner of the Reporting Person 02/07/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Reporting Persons do not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Shares"); provided, that the shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by Crestview Victory, L.P. ("Crestview Victory") and reported in Table II of this Form 3 are convertible at any time by Crestview Victory on a one-for-one basis into Class A Shares and have no expiration date. Class B Shares will convert automatically into Class A Shares on the date on which the number of outstanding Class B Shares represents less than 10% of the aggregate combined number of outstanding Class A Shares and Class B Shares. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended restated certificate of incorporation. ( 2 )Crestview Victory GP, LLC is the general partner of Crestview Victory. Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds") are members of Crestview Victory GP, LLC and limited partners of Crestview Victory. Crestview Partners II GP, L.P. is the general partner of each of the Crestview Funds. Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds. ( 3 )Crestview Partners II GP, L.P. and the Crestview Funds may be deemed to be beneficial owners of the Class B Shares owned directly by Crestview Victory. ( 4 )Alex Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. DeMartini and Mr. Hurst are indirect members of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. Binderow is a partner of each Crestview, L.L.C. and Crestview Advisors, L.L.C. ( 5 )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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