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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Policarpo Michael Dennis
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)
President, CFO and CAO
(Last)          (First)          (Middle)

C/O VICTORY CAPITAL HOLDINGS, INC., 4900 TIEDEMAN ROAD 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

8/31/2019
(Street)

BROOKLYN, OH 44144
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $13.52 8/31/2019  A   2998    8/31/2019 3/10/2027 Class B Common Stock 2998 $0.00 64282 (1)D  
Stock Option (right to buy) $13.52 9/22/2019  A   2331    9/22/2019 3/10/2027 Class B Common Stock 2391 $0.00 66613 (1)D  

Explanation of Responses:
(1) On March 10, 2017, the reporting person was granted an option to purchase 66,613 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")). 8,327 of the shares vest based on the satisfaction of certain performance criteria, which were as previously reported met for 2,998 shares on April 30, 2018, were met for an additional 2,998 shares on August 31, 2019 and an additional 2,331 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, 58,286 of the shares have vested or will vest based on the passage of time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Policarpo Michael Dennis
C/O VICTORY CAPITAL HOLDINGS, INC.
4900 TIEDEMAN ROAD 4TH FLOOR
BROOKLYN, OH 44144


President, CFO and CAO

Signatures
/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo1/13/2020
**Signature of Reporting PersonDate

Victory Capital (NASDAQ:VCTR)
Historical Stock Chart
Von Jun 2024 bis Jul 2024 Click Here for more Victory Capital Charts.
Victory Capital (NASDAQ:VCTR)
Historical Stock Chart
Von Jul 2023 bis Jul 2024 Click Here for more Victory Capital Charts.