Statement of Changes in Beneficial Ownership (4)

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 ^* Gupta Nina	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) Chief Legal Officer
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$8.09	8/31/2019		A		3284		8/31/2019	7/29/2026	Class B Common Stock	3284	$0.00	70442 ⁽¹⁾	D
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 ⁽²⁾	D
Stock Option (right to buy)	$13.52	8/31/2019		A		666		8/31/2019	7/31/2027	Class B Common Stock	666	$0.00	14286 ⁽³⁾	D
Stock Option (right to buy)	$14.27	8/31/2019		A		2336		8/31/2019	1/1/2028	Class B Common Stock	2336	$0.00	15184 ⁽⁴⁾	D
Stock Option (right to buy)	$8.09	9/22/2019		A		2555		9/22/2019	7/29/2026	Class B Common Stock	2555	$0.00	72997 ⁽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 ⁽²⁾	D
Stock Option (right to buy)	$13.52	9/22/2019		A		517		9/22/2019	7/31/2027	Class B Common Stock	517	$0.00	14803 ⁽³⁾	D
Stock Option (right to buy)	$14.27	9/22/2019		A		2335		9/22/2019	1/1/2028	Class B Common Stock	2335	$0.00	17519 ⁽⁴⁾	D

Explanation of Responses:
(1)	On July 29, 2016, the reporting person was granted an option to purchase 72,997 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")). 9,123 of the shares vest based on the satisfaction of certain performance criteria, which were met for 3,284 shares as previously reported on April 30, 2018, an additional 3,248 shares on August 31, 2019 and an additional 2,556 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 reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the "Form 3"), 63,874 of the shares have vested or will vest based on the passage of time.
(2)	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 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, and 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. As previously reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time.
(3)	On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Class B Common Stock (after giving effect to the Stock Split). 1,849 of the shares vest based on the satisfaction of certain performance criteria, which were met for 666 shares as previously reported on April 30, 2018, an additional 666 shares on August 31, 2019 and an additional 517 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, 12,954 of the shares have vested or will vest based on the passage of time.
(4)	On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Class B Common Stock (after giving effect to the Stock Split). 7,007 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,336 shares as previously reported on April 30, 2018, 2,336 shares on August 31, 2019 and an additional 2,335 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, 10,512 of the shares have vested or will vest based on the passage of time.

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