Kelly Stevenson Cliff - Jun 30, 2022 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Pres., Investment Franchises
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Cliff
Stock symbol: VCTR
Transactions as of: Jun 30, 2022
Transactions value $: -$1,773,988
Form type: 4
Date filed: 7/5/2022, 09:12 PM
Previous filing: Apr 4, 2022
Next filing: Jan 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Options Exercise	$355K	+75.1K	+20.22%	$4.73^*	446K	Jun 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$145K	+25K	+5.61%	$5.81^*	471K	Jun 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$136K	+18K	+3.82%	$7.52^*	490K	Jun 30, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$620K	+82.4K	+16.84%	$7.52^*	572K	Jun 30, 2022	Direct
transaction	VCTR	Common Stock	Tax liability	-$3.03M	-126K	-21.98%	$24.10	446K	Jun 30, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-75.1K	-100%	$0.00^*	0	Jun 30, 2022	Common Stock	75.1K	$4.73	Direct	F2
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-25K	-100%	$0.00^*	0	Jun 30, 2022	Common Stock	25K	$5.81	Direct	F3
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-18K	-100%	$0.00^*	0	Jun 30, 2022	Common Stock	18K	$7.52	Direct	F4
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-82.4K	-40%	$0.00	124K	Jun 30, 2022	Common Stock	82.4K	$7.52	Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on June 30, 2022. The net settlement price was the closing stock price on June 30, 2022.
F2	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 3,380 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the Form 3), 71,703 of the shares have vested or will vest based on the passage of time.
F3	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 1,126 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 23,901 of the shares have vested or will vest based on the passage of time.
F4	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 813 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 17,221 of the shares have vested or will vest based on the passage of time.
F5	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 9,273 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 196,837 of the shares have vested or will vest based on the passage of time.