SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Gupta Nina

(Last)

(First)

(Middle)

C/O VICTORY CAPITAL HOLDINGS, INC.

4900 TIEDEMAN ROAD 4TH FLOOR

(Street)

BROOKLYN

44144

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2018

3. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	0⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	50,402⁽³⁾	⁽¹⁾⁽²⁾	D
Stock option (right to buy)	⁽⁴⁾	07/29/2026	Class B Common Stock	43,800	$8.09	D
Stock option (right to buy)	⁽⁵⁾	03/10/2027	Class B Common Stock	11,104	$13.52	D
Stock option (right to buy)	⁽⁶⁾	07/31/2027	Class B Common Stock	8,880	$13.52	D
Stock option (right to buy)	⁽⁷⁾	01/01/2028	Class B Common Stock	10,512	$14.27	D

Explanation of Responses:

1. Ms. Gupta does not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

2. In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Ms. Gupta, each share of Class B Common Stock held by Ms. Gupta or Ms. Gupta's permitted estate planning entities will convert automatically into one share of Class A Common Stock.

3. Includes 37,666 unvested restricted shares of Class B Common Stock.

4. The option has vested as to 10,950 shares. Subject to certain exceptions, the option vests as to 32,850 aggregate shares in equal installments on each July 29, 2018, July 29, 2019 and July 29, 2020.

5. Subject to certain exceptions, the option vests as to 11,104 aggregate shares in equal installments on each of March 10, 2018, March 10, 2019, March 10, 2020 and March 10, 2021

6. Subject to certain exceptions, the option vests as to 8,880 aggregate shares in equal installments on each of July 31, 2018, July 31, 2019, July 31, 2020 and July 31, 2021.

7. Subject to certain exceptions, the option vests as to 10,512 aggregate shares in equal installments on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Nina Gupta	02/07/2018
	** Signature of Reporting Person	Date
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 5 (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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