Crestview Advisors, L.L.C. Form 4 Victory Capital / Robert V. Jr. Delaney ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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, par value $0.01 per share	12/13/2023		J(1)		2,500,000(1)	D	$0(1)	11,610,686(1)	I	See Footnotes(2)(3)(4)(5)
Common Stock, par value $0.01 per share								349,764(1)	I	See Footnotes(4)(5)(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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Victory, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Crestview Advisors, L.L.C.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delaney Robert V. Jr.

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

2. Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's board of directors, for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

3. 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.

4. Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each 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).

5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

6. Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls.

Remarks:

Exhibit 99 - Joint Filer Statement

	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	12/13/2023
	** Signature of Reporting Person	Date
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