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 *

RCP Lake Co-Invest, 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)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O REVERENCE CAPITAL PARTNERS LLC, 590 MADISON AVE., 41ST FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

8/26/2022
(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)
Code V Amount (A) or (D) Price
Class A Common Stock 8/26/2022  J(1)  1365867 D$0 (1)1620765 I SEE FOOTNOTES (2)(3)(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 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
Explanation of Responses:
(1) Reflects a pro rata distribution of shares of Class A Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P. to its limited partners for no consideration.
(2) The reported securities are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P.
(3) The reported securities do not include 5,731,774 shares of Class A Common Stock held by certain affiliates of RCP LAKE CO-INVEST, L.P. (the "RCP Entities"). Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee for the RCP Entities and, accordingly, the Reporting Persons disclaim beneficial ownership of such shares.
(4) Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RCP Lake Co-Invest, L.P.
C/O REVERENCE CAPITAL PARTNERS LLC
590 MADISON AVE., 41ST FLOOR
NEW YORK, NY 10022
X

RCP Co-Invest GP LLC
C/O REVERENCE CAPITAL PARTNERS LLC
590 MADISON AVENUE, 41ST FLOOR
NEW YORK, NY 10022
X

Reverence Capital Partners LLC
590 MADISON AVENUE, 41ST FLOOR
NEW YORK, NY 10022
X
Signatures
/s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P.8/26/2022
**Signature of Reporting PersonDate

/s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC8/26/2022
**Signature of Reporting PersonDate

/s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC8/26/2022
**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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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