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 ^* Berlinski Milton R.	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 REVERENCE CAPITAL PARTNERS LLC, 590 MADISON AVE.	3. Date of Earliest Transaction (MM/DD/YYYY) 11/29/2021
(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)
Class A Common Stock	11/29/2021		S⁽¹⁾		46108	D	$34.00	3102577	I	See Footnote ⁽²⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	11/29/2021		S⁽¹⁾		38335	D	$34.00	2579590	I	See Footnote ⁽³⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	11/29/2021		S⁽¹⁾		737	D	$34.00	49607	I	See Footnote ⁽⁴⁾⁽⁶⁾⁽⁷⁾
Class A Common Stock	11/29/2021		S⁽¹⁾		44385	D	$34.00	2986632	I	See Footnote ⁽⁵⁾⁽⁶⁾

*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)

Explanation of Responses:
(1)	Reflects the sale of Class A Shares by certain of the Reporting Persons in connection with the exercise of the underwriters' greenshoe option of the previously reported secondary offering of the Issuer pursuant to an underwriting agreement, dated November 17, 2021, at a public offering price of $34.00 per Class A Share (the "Secondary Offering"). The Secondary Offering closed on November 22, 2021. The material terms of the Secondary Offering are described in the prospectus supplement, dated November 17, 2021, filed with by the Issuer with the Securities and Exchange Commission on November 18, 2021.
(2)	Shares owned directly by Reverence Capital Partners Opportunities Fund I, L.P. (and together with Reverence Capital Partners Opportunities Fund I (Cayman), L.P. and Reverence Capital Partners Opportunities Fund I (AI), L.P., the "Reverence Capital Funds")
(3)	Shares owned directly by Reverence Capital Partners Opportunities Fund I (Cayman), L.P.
(4)	Shares owned directly by Reverence Capital Partners Opportunities Fund I (AI), L.P.
(5)	Shares owned directly by RCP Lake Co-Invest, L.P. RCP Co-Invest GP LLC is the general partner of RCP Lake Co-Invest, L.P. Reverence Capital Partners LLC is the managing member of RCP Co-Invest GP LLC. Each of Reverence Capital Partners LLC and RCP Co-Invest GP LLC may be deemed to have beneficial ownership of the shares owned directly by RCP Lake Co-Invest, L.P.
(6)	Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.
(7)	RCP Opp Fund I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GenPar LP is the general partner of RCP Opp Fund I GP, L.P. RCP GenPar HoldCo LLC is the general partner of RCP GenPar LP. Mr. Berlinski is the sole member of RCP GenPar HoldCo LLC. Each of Mr. Berlinski, RCP GenPar HoldCo LLC, RCP GenPar LP and RCP Opp Fund I GP, L.P. may be deemed to have beneficial ownership of the shares owned directly by the Reverence Capital Funds.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Berlinski Milton R. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
Reverence Capital Partners LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
RCP GenPar HoldCo LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
RCP GenPar LP C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
RCP Opp Fund I GP, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
Reverence Capital Partners Opportunities Fund I, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
Reverence Capital Partners Opportunities Fund I (Cayman), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
Reverence Capital Partners Opportunities Fund I (AI), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
RCP Co-Invest GP LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X
RCP Lake Co-Invest, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE. NEW YORK, NY 10022	X	X