Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Victory Capital Holdings, Inc. - 2021-01-11

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 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, 590 MADISON AVENUE, 42ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2021 (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

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 ) 01/11/2021 A 2,126 ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 2,126 ( 1 ) $ 23.5 ( 2 ) 35,262,064 ( 4 ) I See Footnotes ( 1 ) ( 2 ) ( 4 ) ( 6 ) ( 7 ) ( 8 ) Class B Common Stock ( 1 ) ( 1 ) 01/11/2021 A 1,063 ( 3 ) ( 1 )( 3 ) ( 1 )( 3 ) Class A Common Stock 1,063 ( 1 ) $ 23.5 ( 3 ) 5,464 ( 5 ) I See Footnotes ( 1 ) ( 3 ) ( 5 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X X Crestview Victory, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X X Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X X Binderow Alex J. C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X DEMARTINI RICHARD M C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X HURST ROBERT J/NY C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY10022 X Signatures Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel 01/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects shares of Class B Common Stock of the Issuer ("Class B Shares") which are convertible into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis at any time by the holder 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 )Reflects the issuance of 1,063 restricted Class B Shares under the Issuer's 2018 Stock Incentive Plan (the "Plan") to each of Alex J. Binderow and Richard M. DeMartini in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to each of Messrs. Binderow and DeMartini in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on January 11, 2021. Each of Messrs. Binderow and DeMartini has assigned all rights, title and interest in the Class B Shares issued to them to Crestview Advisors, L.L.C. ( 3 )Reflects the issuance of 1,063 restricted Class B Shares under the Plan to Robert J. Hurst in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Hurst in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on January 11, 2021. ( 4 )Reflects (i) Class B Shares beneficially owned by Crestview Victory, L.P. and (ii) Class B Shares beneficially owned by Crestview Advisors, L.L.C. (including those Class B Shares that were delivered pursuant to the assignment described in Footnote 2 above). ( 5 )Reflects Class B Shares directly beneficially owned by Mr. Hurst. ( 6 )Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P.. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Crestview GP may be deemed to be the beneficial owner of the Class B Shares owned directly by Crestview Victory, L.P. ( 7 )Alex J. Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. Binderow was previously a partner of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities). Mr. DeMartini and Mr. Hurst are Vice Chairmen of Crestview L.L.C. and Crestview Advisors, L.L.C. ( 8 )Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks: Exhibit 99--Joint Filer Statement

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

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