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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Berlinski Milton R. 2. Issuer Name and Ticker or Trading Symbol Victory Capital Holdings, Inc. [ VCTR ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
C/O VICTORY CAPITAL HOLDINGS, INC., 15935 LA CANTERA PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
1/11/2021
(Street)
SAN ANTONIO, TX 78256
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Class B Common Stock   (1) 1/11/2021    A     1063       (1)  (1) Class A Common Stock  1063  $23.50 (2) 291892  D   
Class B Common Stock   (1)                  (1)  (1) Class A Common Stock  184231    184231  I  See Footnote (3)

Explanation of Responses:
(1)  The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("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. 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. Berlinski, shares of Class B Common Stock held by Mr. Berlinski or Mr. Berlinski's permitted estate planning entities will convert into Class A Common Stock.
(2)  These shares of Class B Common Stock were issued to Mr. Berlinski at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price of the derivative security is based on the closing price of the Company's shares on January 11, 2021.
(3)  These securities are held directly by MRB ICBC LLC, an entity which Mr. Berlinski controls.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Berlinski Milton R.
C/O VICTORY CAPITAL HOLDINGS, INC.
15935 LA CANTERA PARKWAY
SAN ANTONIO, TX 78256
X



Signatures
/s/ Nina Gupta, attorney-in-fact for Mr. Berlinski 1/13/2021
**Signature of Reporting Person Date
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