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 *

Policarpo Michael Dennis		 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)
President, CFO & CAO
(Last)          (First)          (Middle)

15935 LA CANTERA PARKWAY		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/24/2022
(Street)

SAN ANTONIO, TX 78256
(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
Common Stock 8/24/2022  M  179719 A$2.45 960211 D  
Common Stock 8/24/2022  M  36790 A$2.45 997001 D  
Common Stock 8/24/2022  M  31284 A$4.73 1028285 D  
Common Stock 8/24/2022  M  46374 A$7.52 1074659 D  
Common Stock 8/24/2022  M  154582 A$7.52 1229241 D  
Common Stock 8/24/2022  M  66613 A$13.52 1295854 D  
Common Stock 8/24/2022  F  293540 D$28.23 (1)1002314 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (right to buy) $2.45 8/24/2022  M     179719   (2)7/31/2023 Common Stock 179719 $0.00 0 D  
Stock Option (right to buy) $2.45 8/24/2022  M     36790   (3)2/5/2024 Common Stock 36790 $0.00 0 D  
Stock Option (right to buy) $4.73 8/24/2022  M     31284   (4)12/17/2024 Common Stock 31284 $0.00 0 D  
Stock Option (right to buy) $7.52 8/24/2022  M     46374   (5)3/11/2026 Common Stock 46374 $0.00 0 D  
Stock Option (right to buy) $7.52 8/24/2022  M     154582   (6)4/15/2026 Common Stock 154582 $0.00 0 D  
Stock Option (right to buy) $13.52 8/24/2022  M     66613   (7)3/10/2027 Common Stock 66613 $0.00 0 D  
Explanation of Responses:
(1) Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on August 24, 2022. The net settlement price was the closing stock price on August 24, 2022.
(2) As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission (the "SEC") on May 2, 2018, 8,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the reporting person's Form 3 filed with the SEC on February 7, 2018, (the "Form 3"), 171,632 of the shares were fully vested.
(3) As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,655 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 35,135 of the shares were fully vested.
(4) As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,407 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 29,877 of the shares have vested or will vest based on the passage of time.
(5) As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 2,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 44,287 of the shares have vested or will vest based on the passage of time.
(6) As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 6,957 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 147,625 of the shares have vested or will vest based on the passage of time.
(7) As reported on the reporting person's Form 4s filed with the SEC on May 2, 2018 and January 13, 2020, shares totaling 2,998, 2,998 and 2,331 vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018, August 31, 2019 and September 22, 2019, respectively. As reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Policarpo Michael Dennis
15935 LA CANTERA PARKWAY
SAN ANTONIO, TX 78256

President, CFO & CAO
Signatures
/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo8/25/2022
**Signature of Reporting PersonDate
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.
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