Sec Form 4 Filing - Crestview Partners II GP, L.P. @ Victory Capital Holdings, Inc. - 2021-11-22

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) 11/22/2021 (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 Class A Common Stock 11/22/2021 C( 1 ) 3,646,251( 1 ) A 3,646,251 I See Footnote( 6 ) Class A Common Stock 11/22/2021 S( 2 ) 3,136,231( 2 ) D $ 34 510,020 I See Footnote( 6 ) Class A Common Stock 11/22/2021 J( 3 ) 510,020( 3 ) D 0 I See Footnote( 6 ) Class A Common Stock 11/23/2021 C( 4 ) 31,615,813( 4 ) A 31,615,813 I See Footnote( 6 )

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 ( 5 ) 11/22/2021 C 3,646,251( 1 ) ( 5 ) ( 5 ) Class A Common Stock 3,646,251 ( 5 ) 31,615,813 I See Footnote( 6 ) Class B Common Stock ( 5 ) 11/23/2021 C 31,615,813( 4 ) ( 5 ) ( 5 ) Class A Common Stock 31,615,813 ( 5 ) 0 I See Footnote( 6 )

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 Signatures By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel 11/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the conversion of shares of Class B Common Stock of the Issuer ("Class B Shares") into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis. ( 2 )Reflects the sale of Class A Shares by the Reporting Persons in connection with a secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed by the Issuer with the Securities and Exchange Commission on November 18, 2021. ( 3 )Reflects a prorata distribution of Class A Shares held by Crestview Partners II GP, L.P ("Crestview GP") to certain of its limited partners for no consideration. ( 4 )On November 19, 2021, the Issuer held a special meeting of stockholders at which the stockholders approved an amendment to the Issuer's certificate of incorporation to convert all outstanding Class B Shares into an equal number of Class A Shares on a one-for-one basis (the "Conversion"). The Conversion was effected on November 23, 2021, upon the Issuer's filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware. ( 5 )Class B Shares are convertible into Class A Shares on a one-for-one basis at any time by the holder and have no expiration date. ( 6 )Includes shares held directly by Crestview Victory, L.P. and Crestview Advisors, L.L.C. 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. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of 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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