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* Crestview Partners II GP, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (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) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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 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)	I	See Footnotes(1)(2)(3)(4)(5)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock(1)	(1)	(1)	Class A Common Stock	35,251,137	(1)	I	See Footnotes(1)(2)(3)(4)(5)

1. Name and Address of Reporting Person* Crestview Partners II GP, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestview Victory, L.P. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Crestview Advisors, L.L.C. (Last) (First) (Middle) C/O CRESTVIEW PARTNERS 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Binderow Alex J. (Last) (First) (Middle) C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* DEMARTINI RICHARD M (Last) (First) (Middle) C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HURST ROBERT J/NY (Last) (First) (Middle) C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The Reporting Persons do not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Shares"); provided, that the shares of Class B Common Stock of the Issuer ("Class B Shares") directly beneficially owned by Crestview Victory, L.P. ("Crestview Victory") and reported in Table II of this Form 3 are convertible at any time by Crestview Victory on a one-for-one basis into Class A Shares and have no expiration date. Class B Shares will convert automatically into Class A Shares on the date on which the number of outstanding Class B Shares represents less than 10% of the aggregate combined number of outstanding Class A Shares and Class B Shares. In addition, each Class B Share will convert automatically into one Class A Share upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended restated certificate of incorporation.

2. Crestview Victory GP, LLC is the general partner of Crestview Victory. Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. (collectively, the "Crestview Funds") are members of Crestview Victory GP, LLC and limited partners of Crestview Victory. Crestview Partners II GP, L.P. is the general partner of each of the Crestview Funds. Crestview Advisors, L.L.C. provides investment advisory and management services to the Crestview Funds.

3. Crestview Partners II GP, L.P. and the Crestview Funds may be deemed to be beneficial owners of the Class B Shares owned directly by Crestview Victory.

4. Alex Binderow, Richard M. DeMartini and Robert J. Hurst are each members of the Issuer's board of directors. Mr. DeMartini and Mr. Hurst are indirect members of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. Binderow is a partner of each Crestview, L.L.C. and Crestview Advisors, L.L.C.

5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

	By: /s/ Ross A. Oliver, General Counsel of Crestview, L.L.C., general partner of the Reporting Person	02/07/2018
	** Signature of Reporting Person	Date
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