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^*

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)
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)
Stock option (right to buy)	⁽²⁾	07/29/2026	Class B Common Stock	63,874⁽¹⁾	$8.09	D
Stock option (right to buy)	⁽³⁾	03/10/2027	Class B Common Stock	16,192⁽¹⁾	$13.52	D
Stock option (right to buy)	⁽⁴⁾	07/31/2027	Class B Common Stock	12,954⁽¹⁾	$13.52	D

Explanation of Responses:

1. This amendment is being filed to report holdings of vested performance-based options that were omitted from the previously filed Form 3.

2. The option has vested as to 31,024 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.

3. The option has vested as to 5,088 shares. 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.

4. The option has vested as to 4,070 shares. Subject to certain exceptions, the option vests as to 8,884 aggregate shares in equal installments on each of July 31, 2018, July 31, 2019, July 31, 2020 and July 31, 2021.

	/s/ Nina Gupta	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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