Sec Form 4 Filing - RCP Lake Co-Invest, L.P. @ Victory Capital Holdings, Inc. - 2022-11-25

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RCP Lake Co-Invest, L.P. 2. Issuer Name and Ticker or Trading Symbol Victory Capital Holdings, Inc. [ VCTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O REVERENCE CAPITAL PARTNERS LLC, 590 MADISON AVE., 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2022 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/25/2022 J( 1 ) 137,253 D $ 0( 1 ) 1,483,512( 2 ) I SEE FOOTNOTES( 3 )( 8 ) Common Stock 11/25/2022 J( 1 ) 262,738 D $ 0( 1 ) 2,839,839 I SEE FOOTNOTES( 4 )( 7 )( 8 ) Common Stock 11/25/2022 J( 1 ) 218,449 D $ 0( 1 ) 2,361,141 I SEE FOOTNOTES( 5 )( 7 )( 8 ) Common Stock 11/25/2022 J( 1 ) 4,201 D $ 0( 1 ) 45,406 I SEE FOOTNOTES( 6 )( 7 )( 8 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RCP Lake Co-Invest, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X RCP Co-Invest GP LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X Reverence Capital Partners LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X Reverence Capital Partners Opportunities Fund I, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X Reverence Capital Partners Opportunities Fund I (Cayman), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X Reverence Capital Partners Opportunities Fund I (AI), L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X RCP Opp Fund I GP, L.P. C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X RCP GenPar LP C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X RCP GenPar HoldCo LLC C/O REVERENCE CAPITAL PARTNERS LLC 590 MADISON AVE., 29TH FLOOR NEW YORK, NY10022 X Signatures /s/ Milton Berlinski, on behalf of RCP LAKE CO-INVEST, L.P. 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of RCP CO-INVEST GP LLC 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS LLC 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of RCP OPP FUND I GP, L.P. 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of RCP GENPAR LP 11/25/2022 Signature of Reporting Person Date /s/ Milton Berlinski, on behalf of RCP GENPAR HOLDCO LLC 11/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a pro rata distribution of shares of Common Stock (the "reported securities") held by RCP LAKE CO-INVEST, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P., REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. and REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. to their respective limited partners for no consideration. ( 2 )The number of shares reported do not reflect shares that remain beneficially held by REVERENCE CAPITAL PARTNERS LLC that were previously received in a distribution by RCP LAKE CO-INVEST, L.P. Such shares are not subject to this distribution. ( 3 )The reported securities on this line are owned directly by RCP LAKE CO-INVEST, L.P. The general partner of RCP LAKE CO-INVEST, L.P. is RCP CO-INVEST GP LLC. The managing member of RCP CO-INVEST GP LLC is REVERENCE CAPITAL PARTNERS LLC. Each of REVERENCE CAPITAL PARTNERS LLC and RCP CO-INVEST GP LLC may be deemed to have beneficial ownership of the reported securities owned directly by RCP LAKE CO-INVEST, L.P. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to RCP LAKE CO-INVEST, L.P., and accordingly, such investment committee members disclaim beneficial ownership of such shares. ( 4 )The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I, L.P. (and together with REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. and REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P., the "Reverence Capital Funds"). ( 5 )The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (CAYMAN), L.P. ( 6 )The reported securities on this line are owned directly by REVERENCE CAPITAL PARTNERS OPPORTUNITIES FUND I (AI), L.P. ( 7 )RCP OPP FUND I GP, L.P. is the general partner of each of the Reverence Capital Funds. RCP GENPAR LP is the general partner of RCP OPP FUND I GP, L.P., while RCP GENPAR HOLDCO LLC is the general partner of RCP GENPAR LP. Decisions to vote or dispose of such shares require the approval of a majority of the three members of the investment committee with respect to the Reverence Capital Funds, and accordingly, such investment committee members disclaim beneficial ownership of s uch shares. ( 8 )Each reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

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 4(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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