Sec Form 4 Filing - Brown David Craig @ Victory Capital Holdings, Inc. - 2022-08-01

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 Brown David Craig 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) Chairman and CEO (Last) (First) (Middle) 15935 LA CANTERA PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/01/2022 (Street) SAN ANTONIO, TX78256 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 Common Stock 08/01/2022 M 385,112 A $ 2.45 2,123,552 D Common Stock 08/01/2022 M 87,597 A $ 2.45 2,211,149 D Common Stock 08/01/2022 M 40,670 A $ 4.73 2,251,819 D Common Stock 08/01/2022 M 61,833 A $ 7.52 2,313,652 D Common Stock 08/01/2022 M 257,638 A $ 7.52 2,571,290 D Common Stock 08/01/2022 M 18,503 A $ 13.52 2,589,793 D Common Stock 08/01/2022 F 421,656 D $ 28.02( 1 ) 2,168,137 D

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) $ 2.45 08/01/2022 M 385,112 ( 2 ) 07/31/2023 Common Stock 385,112 $ 0 0 D Stock Option (right to buy) $ 2.45 08/01/2022 M 87,597 ( 3 ) 02/05/2024 Common Stock 87,597 $ 0 0 D Stock Option (right to buy) $ 4.73 08/01/2022 M 40,670 ( 4 ) 12/17/2024 Common Stock 40,670 $ 0 0 D Stock Option (right to buy) $ 7.52 08/01/2022 M 61,833 ( 5 ) 03/11/2026 Common Stock 61,833 $ 0 0 D Stock Option (right to buy) $ 7.52 08/01/2022 M 257,638 ( 6 ) 04/15/2026 Common Stock 257,638 $ 0 0 D Stock Option (right to buy) $ 13.52 08/01/2022 M 18,503 ( 7 ) 03/10/2027 Common Stock 18,503 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brown David Craig 15935 LA CANTERA PARKWAY SAN ANTONIO, TX78256 Chairman and CEO Signatures /s/ Nina Gupta, attorney-in-fact for Mr. Brown 08/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on August 1, 2022. The net settlement price was the closing stock price on August 1, 2022. ( 2 )As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission (the "SEC") on May 2, 2018, 17,330 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the reporting person's Form 3 filed with the SEC on February 7, 2018, (the "Form 3"), 367,782 of the shares were fully vested. ( 3 )As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 3,942 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 83,655 of the shares were fully vested. ( 4 )As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,830 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 38,840 of the shares have vested or will vest based on the passage of time. ( 5 )As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 2,782 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 59,051 of the shares have vested or will vest based on the passage of time. ( 6 )As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 11,593 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 246,045 of the shares have vested or will vest based on the pa ssage of time. ( 7 )As reported on the reporting person's Form 4s filed with the SEC on May 2, 2018 and January 13, 2020, 832, 832 and 647 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018, August 31, 2019 and September 22, 2019, respectively. As reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time.

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