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)

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

8/30/2022
(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 8/30/2022  M  72997 A$8.09 207657 D  
Common Stock 8/30/2022  M  18503 A$13.52 226160 D  
Common Stock 8/30/2022  M  14803 A$13.52 240963 D  
Common Stock 8/30/2022  M  17519 A$14.27 258482 D  
Common Stock 8/30/2022  F  85363 D$27.15 (1)173119 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) $8.09 8/30/2022  M     72997   (2)7/29/2026 Common Stock 72997 $0.00 0 D  
Stock Option (right to buy) $13.52 8/30/2022  M     18503   (3)3/10/2027 Common Stock 18503 $0.00 0 D  
Stock Option (right to buy) $13.52 8/30/2022  M     14803   (4)7/31/2027 Common Stock 14803 $0.00 0 D  
Stock Option (right to buy) $14.27 8/30/2022  M     17519   (5)1/1/2028 Common Stock 17519 $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 30, 2022. The net settlement price was the closing stock price on August 30, 2022.
(2) On July 29, 2016, the reporting person was granted an option to purchase 72,997 shares of Common Stock. As 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. The remaining 9,123 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 3,284 shares on April 30, 2018, 3,284 shares on August 31, 2019 and 2,555 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
(3) On March 10, 2017, the reporting person was granted an option to purchase 18,503 shares of Common Stock. As reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time. The remaining 2,311 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 832 shares on April 30, 2018, 832 shares on August 31, 2019 and 647 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
(4) On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Common Stock. As reported on the Form 3, 12,954 of the shares have vested or will vest based on the passage of time. The remaining 1,849 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 666 shares on April 30, 2018, 666 shares on August 31, 2019 and 517 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.
(5) On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Common Stock. As reported on the Form 3, 10,512 of the shares have vested or will vest based on the passage of time. The remaining 7,007 shares vest based on the satisfaction of certain performance criteria, which were reported as met for 2,336 shares on April 30, 2018, 2,336 shares on August 31, 2019 and 2,335 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gupta Nina
15935 LA CANTERA PARKWAY
SAN ANTONIO, TX 78256

Chief Legal Officer
Signatures
/s/ Nina Gupta8/31/2022
**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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