Victory Capital (VCTR) Form 4 Victory Capital / Kelly Stevenson Cliff 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^*

Cliff Kelly Stevenson

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TX 78256

(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	10% Owner
X	Officer (give title below)	Other (specify below)
Pres., Investment Franchises

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2022

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

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

X	Form filed by One Reporting Person
	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	06/30/2022		M		75,083	A	$4.73	446,467	D
Common Stock	06/30/2022		M		25,027	A	$5.81	471,494	D
Common Stock	06/30/2022		M		18,034	A	$7.52	489,528	D
Common Stock	06/30/2022		M		82,442	A	$7.52	571,970	D
Common Stock	06/30/2022		F		125,731(1)	D	$24.1(1)	446,239	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 (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
Stock Option (right to buy)	$4.73	06/30/2022		M			75,083	(2)	09/08/2024	Common Stock	75,083	$0.00	0	D
Stock Option (right to buy)	$5.81	06/30/2022		M			25,027	(3)	10/29/2025	Common Stock	25,027	$0.00	0	D
Stock Option (right to buy)	$7.52	06/30/2022		M			18,034	(4)	03/11/2026	Common Stock	18,034	$0.00	0	D
Stock Option (right to buy)	$7.52	06/30/2022		M			82,442	(5)	04/15/2026	Common Stock	82,442	$0.00	123,668	D

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 June 30, 2022. The net settlement price was the closing stock price on June 30, 2022.

2. As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 3,380 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 Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the Form 3), 71,703 of the shares have vested or will vest based on the passage of time.

3. As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 1,126 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, 23,901 of the shares have vested or will vest based on the passage of time.

4. As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 813 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, 17,221 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 Securities and Exchange Commission on May 2, 2018, 9,273 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, 196,837 of the shares have vested or will vest based on the passage of time.

Remarks:

	/s/ Nina Gupta, attorney-in-fact for Mr. Cliff	07/05/2022
	** Signature of Reporting Person	Date
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