Sec Form 4 Filing - Gupta Nina @ Victory Capital Holdings, Inc. - 2019-08-31

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gupta Nina 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) C/O VICTORY CAPITAL HOLDINGS, INC., 4900 TIEDEMAN ROAD 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2019 (Street) BROOKLYN, OH44144 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Stock Option (right to buy) $ 8.09 08/31/2019 A 3,284 08/31/2019 07/29/2026 Class B Common Stock 3,284 $ 0 70,442 ( 1 ) D Stock Option (right to buy) $ 13.52 08/31/2019 A 832 08/31/2019 03/10/2027 Class B Common Stock 832 $ 0 17,856 ( 2 ) D Stock Option (right to buy) $ 13.52 08/31/2019 A 666 08/31/2019 07/31/2027 Class B Common Stock 666 $ 0 14,286 ( 3 ) D Stock Option (right to buy) $ 14.27 08/31/2019 A 2,336 08/31/2019 01/01/2028 Class B Common Stock 2,336 $ 0 15,184 ( 4 ) D Stock Option (right to buy) $ 8.09 09/22/2019 A 2,555 09/22/2019 07/29/2026 Class B Common Stock 2,555 $ 0 72,997 ( 1 ) D Stock Option (right to buy) $ 13.52 09/22/2019 A 647 09/22/2019 03/10/2027 Class B Common Stock 647 $ 0 18,503 ( 2 ) D Stock Option (right to buy) $ 13.52 09/22/2019 A 517 09/22/2019 07/31/2027 Class B Common Stock 517 $ 0 14,803 ( 3 ) D Stock Option (right to buy) $ 14.27 09/22/2019 A 2,335 09/22/2019 01/01/2028 Class B Common Stock 2,335 $ 0 17,519 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gupta Nina C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN, OH44144 Chief Legal Officer Signatures /s/ Nina Gupta, 01/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 29, 2016, the reporting person was granted an option to purchase 72,997 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 9,123 of the shares vest based on the satisfaction of certain performance criteria, which were met for 3,284 shares as previously reported on April 30, 2018, an additional 3,248 shares on August 31, 2019 and an additional 2,556 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the "Form 3"), 63,874 of the shares have vested or will vest based on the passage of time. ( 2 )On March 10, 2017, the reporting person was granted an option to purchase 18,503 shares of Class B Common Stock (after giving effect to the Stock Split). 2,311 of the shares vest based on the satisfaction of certain performance criteria, which were met for 832 shares as previously reported on April 30, 2018, and additional 832 shares on August 31, 2019 and an additional 647 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time. ( 3 )On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Class B Common Stock (after giving effect to the Stock Split). 1,849 of the shares vest based on the satisfaction of certain performance criteria, which were met for 666 shares as previously reported on April 30, 2018, an additional 666 shares on August 31, 2019 and an additional 517 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 12,954 of the shares have vested or will vest based on the passage of time. ( 4 )On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Class B Common Stock (after giving effect to the Stock Split). 7,007 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,336 shares as previously reported on April 30, 2018, 2,336 shares on August 31, 2019 and an additional 2,335 shares on September 22, 2019 when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 10,512 of the shares have vested or will vest based on the passage of time.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.