VCTR Victory Capital Holdings Inc

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                                                                                   
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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 * Brown David Craig	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                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chairman & CEO
(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 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
Stock Option (right to buy)	$13.52	8/31/2019		A		832		8/31/2019	3/10/2027	Class B Common Stock	832	$0.00	17856 (1)	D
Stock Option (right to buy)	$13.52	9/22/2019		A		647		9/22/2019	3/10/2027	Class B Common Stock	647	$0.00	18503 (1)	D

Explanation of Responses:

(1)

On March 10, 2017, the reporting person was granted an option to purchase 18,503 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")). 2,311 of the shares vest based on the satisfaction of certain performance criteria, which were met for 832 shares as previously reported on April 30, 2018, were met for an additional 832 shares on August 31, 2019 and an additional 647 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. 16,192 of the shares have vested or will vest based on the passage of time, which differs by 2 shares from the amount previously reported on the reporting person's Form 3 due to a rounding error.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Brown David Craig C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN, OH 44144	X		Chairman & CEO

Signatures
/s/ Nina Gupta, attorney-in-fact for Mr. Brown		1/13/2020
**Signature of Reporting Person		Date