Victory Capital (VCTR) Form 4 Change in insider ownership

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^*

RCP Lake Co-Invest, L.P.

(Last) (First) (Middle)

C/O REVERENCE CAPITAL PARTNERS LLC

590 MADISON AVE., 41ST 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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2022

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
Class A Common Stock	08/26/2022		J(1)		1,365,867	D	$0(1)	1,620,765	I	SEE FOOTNOTES(2)(3)(4)

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^*

RCP Lake Co-Invest, L.P.

(Last) (First) (Middle)

C/O REVERENCE CAPITAL PARTNERS LLC

590 MADISON AVE., 41ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RCP Co-Invest GP LLC

(Last) (First) (Middle)

C/O REVERENCE CAPITAL PARTNERS LLC

590 MADISON AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Reverence Capital Partners LLC

(Last) (First) (Middle)

590 MADISON AVENUE, 41ST FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. Reflects a pro rata distribution of shares of Class A Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P. to its limited partners for no consideration.

2. The reported securities are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P.

3. The reported securities do not include 5,731,774 shares of Class A Common Stock held by certain affiliates of RCP LAKE CO-INVEST, L.P. (the "RCP Entities"). Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee for the RCP Entities and, accordingly, the Reporting Persons disclaim beneficial ownership of such shares.

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

	/s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P.	08/26/2022
	/s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC	08/26/2022
	/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC	08/26/2022
	** Signature of Reporting Person	Date
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