Michael Dennis Policarpo - Aug 24, 2022 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: President, CFO & CAO
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Policarpo
Stock symbol: VCTR
Transactions as of: Aug 24, 2022
Transactions value $: -$5,196,417
Form type: 4
Date filed: 8/25/2022, 07:10 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	$440K	+180K	+23.03%	$2.45^*	960K	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$90.1K	+36.8K	+3.83%	$2.45^*	997K	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$148K	+31.3K	+3.14%	$4.73^*	1.03M	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$349K	+46.4K	+4.51%	$7.52^*	1.07M	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$1.16M	+155K	+14.38%	$7.52^*	1.23M	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Options Exercise	$901K	+66.6K	+5.42%	$13.52	1.3M	Aug 24, 2022	Direct
transaction	VCTR	Common Stock	Tax liability	-$8.29M	-294K	-22.65%	$28.23	1M	Aug 24, 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	-180K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	180K	$2.45	Direct	F2
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-36.8K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	36.8K	$2.45	Direct	F3
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-31.3K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	31.3K	$4.73	Direct	F4
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-46.4K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	46.4K	$7.52	Direct	F5
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-155K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	155K	$7.52	Direct	F6
transaction	VCTR	Stock Option (right to buy)	Options Exercise	$0	-66.6K	-100%	$0.00^*	0	Aug 24, 2022	Common Stock	66.6K	$13.52	Direct	F7

* 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 August 24, 2022. The net settlement price was the closing stock price on August 24, 2022.
F2	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission (the "SEC") on May 2, 2018, 8,087 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 SEC on February 7, 2018, (the "Form 3"), 171,632 of the shares were fully vested.
F3	As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,655 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, 35,135 of the shares were fully vested.
F4	As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,407 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, 29,877 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 SEC on May 2, 2018, 2,087 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, 44,287 of the shares have vested or will vest based on the passage of time.
F6	As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 6,957 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, 147,625 of the shares have vested or will vest based on the passage of time.
F7	As reported on the reporting person's Form 4s filed with the SEC on May 2, 2018 and January 13, 2020, shares totaling 2,998, 2,998 and 2,331 vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018, August 31, 2019 and September 22, 2019, respectively. As reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.