FORM 4
[ X ] 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 *

Sullivan Terence Francis 		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)
CFO and Head of Strategy
(Last)          (First)          (Middle)

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

3/1/2019
(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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 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
Class B Common Stock   $0   3/1/2019     D         367998      (1)   (1) Class A Common Stock   367998   $0.00   0   D    
Stock Option (right to buy)   $0   3/1/2019     D         25110      (2)   (2) Class B Common Stock   25110   $0.00   0   D    

Explanation of Responses:
(1)  On March 1, 2019 Mr. Sullivan's employment with the Company terminated resulting in forfeiture of all of his Class B Common Stock.
(2)  On January 1, 2018, Mr. Sullivan was granted an option to purchase 35,038 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). 14,014 of the shares were to vest based on the satisfaction of certain performance criteria, which were met for 4,672 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, 21,024 of the shares were to vest based on the passage of time which was satisfied for 5,256 options on January 1, 2019. The 9,928 options that have vested remain exercisable until May 30, 2019. Mr. Sullivan's termination of his employment resulted in the forfeiture of options to purchase 25,110 shares of Class B Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sullivan Terence Francis
C/O VICTORY CAPITAL HOLDINGS, INC.
4900 TIEDEMAN ROAD 4TH FLOOR
BROOKLYN, OH 44144

CFO and Head of Strategy

Signatures
/s/ Nina Gupta, attorney-in-fact for Mr. Sullivan 4/30/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Victory Capital (NASDAQ:VCTR)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Victory Capital Charts.
Victory Capital (NASDAQ:VCTR)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Victory Capital Charts.