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 ^* Crestview Partners II GP, L.P.	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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) C/O CRESTVIEW PARTNERS, 590 MADISON AVENUE, 42ND FLOOR	3. Date of Earliest Transaction (MM/DD/YYYY) 1/11/2021
(Street) NEW YORK, NY 10022 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ 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)
Class B Common Stock ⁽¹⁾	⁽¹⁾	1/11/2021		A		2126 ⁽²⁾		⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	2126 ⁽¹⁾	$23.50 ⁽²⁾	35262064 ⁽⁴⁾	I	See Footnotes ⁽¹⁾⁽²⁾⁽⁴⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock ⁽¹⁾	⁽¹⁾	1/11/2021		A		1063 ⁽³⁾		⁽¹⁾⁽³⁾	⁽¹⁾⁽³⁾	Class A Common Stock	1063 ⁽¹⁾	$23.50 ⁽³⁾	5464 ⁽⁵⁾	I	See Footnotes ⁽¹⁾⁽³⁾⁽⁵⁾⁽⁷⁾⁽⁸⁾

Explanation of Responses:
(1)	Reflects shares of Class B Common Stock of the Issuer ("Class B Shares") which are convertible into shares of Class A Common Stock of the Issuer ("Class A Shares") on a one-for-one basis at any time by the holder and have no expiration date. Class B Shares will convert automatically into Class A Shares on the date on which the number of outstanding Class B Shares represents less than 10% of the aggregate combined number of outstanding Class A Shares and Class B Shares. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended restated certificate of incorporation.
(2)	Reflects the issuance of 1,063 restricted Class B Shares under the Issuer's 2018 Stock Incentive Plan (the "Plan") to each of Alex J. Binderow and Richard M. DeMartini in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to each of Messrs. Binderow and DeMartini in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on January 11, 2021. Each of Messrs. Binderow and DeMartini has assigned all rights, title and interest in the Class B Shares issued to them to Crestview Advisors, L.L.C.
(3)	Reflects the issuance of 1,063 restricted Class B Shares under the Plan to Robert J. Hurst in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Hurst in the amount of $25,000. The Class B Shares were fully-vested as of the date of issuance. The price of the Class B Shares is based on the closing price of a Class A Share on January 11, 2021.
(4)	Reflects (i) Class B Shares beneficially owned by Crestview Victory, L.P. and (ii) Class B Shares beneficially owned by Crestview Advisors, L.L.C. (including those Class B Shares that were delivered pursuant to the assignment described in Footnote 2 above).
(5)	Reflects Class B Shares directly beneficially owned by Mr. Hurst.
(6)	Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over the shares held directly by Crestview Victory, L.P.. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee. Crestview GP may be deemed to be the beneficial owner of the Class B Shares owned directly by Crestview Victory, L.P.
(7)	Alex J. Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. Binderow was previously a partner of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities). Mr. DeMartini and Mr. Hurst are Vice Chairmen of Crestview L.L.C. and Crestview Advisors, L.L.C.
(8)	Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Remarks:
Exhibit 99--Joint Filer Statement

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Crestview Partners II GP, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X	X
Crestview Victory, L.P. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X	X
Crestview Advisors, L.L.C. C/O CRESTVIEW PARTNERS 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X	X
Binderow Alex J. C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X
DEMARTINI RICHARD M C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X
HURST ROBERT J/NY C/O CRESTVIEW ADVISORS, L.L.C. 590 MADISON AVENUE, 42ND FLOOR NEW YORK, NY 10022	X

Signatures
Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Ross A. Oliver, General Counsel		1/12/2021
^**Signature of Reporting Person		Date