X0306 4 2020-06-02 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730106 Cliff Kelly Stevenson 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 0 1 0 0 Pres., Investment Franchises Class A Common Stock 2020-06-02 4 C 0 722 A 722 D Class B Common Stock 2020-06-02 4 C 0 722 0.00 D Class A Common Stock 722 390361 D Class B Common Stock 2021-03-31 4 F 0 12974 25.56 D Class A Common Stock 12974 377387 D On June 02, 2020, Mr. Cliff converted 40,625 shares of Class B Common Stock into 40,625 shares of Class A Common Stock, and, following such conversion, he sold 39,903 shares of Class A Common Stock. The sales were reported on the original Form 4's filed on June 22, 2020, September 11, 2020, September 14, 2020, September 16, 2020 and September 17, 2020. This amendment is being filed to reflect that Mr. Cliff continued to hold 722 shares of Class A Common Stock following such sales. The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("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. 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 Mr. Cliff each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert into one share of Class A Common Stock. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Cliff on March 31, 2019 and March 31, 2020. Such restricted shares vested on March 31, 2021. The net settlement price was the closing stock price on March 31, 2021. /s/ Nina Gupta, attorney-in-fact for Mr. Cliff 2021-04-01