SEC FORM 3/A

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^*

Cliff Kelly Stevenson

(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)
	Pres., Investment Franchises

5. If Amendment, Date of Original Filed (Month/Day/Year)
02/07/2018

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)

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	505,319⁽⁸⁾⁽⁹⁾	⁽¹⁾⁽²⁾	D
Stock option (right to buy)	⁽³⁾	09/08/2024	Class B Common Stock	71,703	$4.73⁽⁷⁾	D
Stock option (right to buy)	⁽⁴⁾	10/29/2025	Class B Common Stock	23,901	$5.81⁽⁷⁾	D
Stock option (right to buy)	⁽⁵⁾	03/11/2026	Class B Common Stock	17,221⁽⁸⁾	$7.52	D
Stock option (right to buy)	⁽⁶⁾	04/15/2026	Class B Common Stock	196,837⁽⁸⁾	$7.52	D

Explanation of Responses:

1. Mr. Cliff 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 Mr. Cliff, each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert automatically into one share of Class A Common Stock.

3. The option has vested as to 60,441 shares. Subject to certain exceptions, the option vests as to 11,262 shares on September 8, 2018.

4. The option has vested as to 16,393 shares. Subject to certain exceptions, the option vests as to 7,508 aggregate shares in equal installments on each of October 29, 2018 and October 29, 2019.

5. The option has vested as to 9,106 shares. Subject to certain exceptions, the option vests as to 8,115 aggregate shares in equal installments on each of March 11, 2018, March 11, 2019 and March 11, 2020.

6. The option has vested as to 104,086 shares. Subject to certain exceptions, the option vests as to 92,751 aggregate shares in equal installments on each of April 15, 2018, April 15, 2019 and April 15, 2020.

7. This amendment is being filed to correct the exercise price of the reported stock options.

8. This amendment is being filed to correct the total holdings of the reported securities.

9. Includes 439,450 unvested restricted shares of Class B Common Stock.

	/s/ Nina Gupta, attorney-in-fact for Mr. Cliff	05/02/2018
	** 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).
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