VCTR

SEC source: 0001104659-18-029987 · a4.xml · derivative · entry 3

Brown David Craig · CIK 0001730370 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 40,670

Underlying: Class B Common Stock · 1,830 shares

Expires 2024-12-17

F3 · balance_after: On December 17, 2014, the reporting person was granted an option to purchase 40,670 shares of Class B Common Stock (after giving effect to the Stock Split). 1,830 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 38,840 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.

SEC source: 0001104659-18-029987 · a4.xml · derivative · entry 2

Brown David Craig · CIK 0001730370 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 87,597

Underlying: Class B Common Stock · 3,942 shares

Expires 2024-02-05

F2 · balance_after: On February 5, 2014, the reporting person was granted an option to purchase 87,597 shares of Class B Common Stock (after giving effect to the Stock Split). 3,942 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 83,655 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.

SEC source: 0001104659-18-029987 · a4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Director · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 385,112

Underlying: Class B Common Stock · 17,330 shares

Expires 2023-07-31

F1 · balance_after: On July 31, 2013, the reporting person was granted an option to purchase 385,112 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 17,330 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 (the "Form 3"), 367,782 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029982 · a4.xml · derivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 107,297

Underlying: Class A Common Stock · 7,534 shares

Expires not disclosed

F1 · derivative.exercise_price: 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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock.

F2 · price: These shares of Class B Common Stock were issued to Mr. Rappaport at his election in lieu of director fees payable in cash in the amount of $83,333. The price of the derivative security is based on the closing price of the Company's shares on April 30, 2018.

F1 · derivative.exercise_date: 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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock.

F1 · derivative.expiration_date: 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. Rappaport, shares of Class B Common Stock held by Mr. Rappaport or Mr. Rappaport's permitted estate planning entities will convert into Class A Common Stock.

SEC source: 0001104659-18-029981 · a4.xml · derivative · entry 1

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 378,777

Underlying: Class A Common Stock · 7,534 shares

Expires not disclosed

F1 · derivative.exercise_price: 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.

F2 · price: These shares of Class B Common Stock were issued to Mr. Hawkes at his election in lieu of director fees payable in cash in the amount of $83,333. The price of the derivative security is based on the closing price of the Company's shares on April 30, 2018.

F1 · derivative.exercise_date: 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.

F1 · derivative.expiration_date: 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. Hawkes, shares of Class B Common Stock held by Mr. Hawkes or Mr. Hawkes' permitted estate planning entities will convert into Class A Common Stock.

F3 · balance_after: The amount reported updates the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 by 1 share due to a rounding error.

SEC source: 0001104659-18-029983 · a4.xml · derivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,509

Underlying: Class A Common Stock · 1,130 shares

Expires not disclosed

F1 · derivative.exercise_price: 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.

F2 · derivative.exercise_price: 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 Ms. Hirtler-Garvey, shares of Class B Common Stock held by Ms. Hirtler-Garvey or Ms. Hirtler-Garvey's permitted estate planning entities will convert into Class A Common Stock.

F3 · price: These shares of Class B Common Stock were issued to Ms. Hirtler-Garvey at her election in lieu of director fees payable in cash in the amount of $12,500. The price of the derivative security is based on the closing price of the Company's shares on April 30, 2018.

F1 · derivative.exercise_date: 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.

F2 · derivative.exercise_date: 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 Ms. Hirtler-Garvey, shares of Class B Common Stock held by Ms. Hirtler-Garvey or Ms. Hirtler-Garvey's permitted estate planning entities will convert into Class A Common Stock.

F1 · derivative.expiration_date: 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.

F2 · derivative.expiration_date: 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 Ms. Hirtler-Garvey, shares of Class B Common Stock held by Ms. Hirtler-Garvey or Ms. Hirtler-Garvey's permitted estate planning entities will convert into Class A Common Stock.

F4 · balance_after: The amount reported updates the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 by 1 share due to a rounding error.

SEC source: 0001104659-18-029989 · a4.xml · derivative · entry 4

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,848

Underlying: Class B Common Stock · 2,336 shares

Expires 2028-01-01

F4 · balance_after: On January 1, 2018, the reporting person was granted an option to purchase 17,519 shares of Class B Common Stock (after giving effect to the Stock Split). 7,007 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,336 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 10,512 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029989 · a4.xml · derivative · entry 3

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 13,620

Underlying: Class B Common Stock · 666 shares

Expires 2027-07-31

F3 · balance_after: On July 31, 2017, the reporting person was granted an option to purchase 14,803 shares of Class B Common Stock (after giving effect to the Stock Split). 5,919 of the shares vest based on the satisfaction of certain performance criteria, which were met for 666 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 12,954 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029989 · a4.xml · derivative · entry 2

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,024

Underlying: Class B Common Stock · 832 shares

Expires 2027-03-10

F2 · balance_after: On March 10, 2017, the reporting person was granted an option to purchase 18,503 shares of Class B Common Stock (after giving effect to the Stock Split). 7,399 of the shares vest based on the satisfaction of certain performance criteria, which were met for 832 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 16,192 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029989 · a4.xml · derivative · entry 1

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 67,158

Underlying: Class B Common Stock · 3,284 shares

Expires 2026-07-29

F1 · balance_after: On July 29, 2016, the reporting person was granted an option to purchase 72,997 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 29,197 of the shares vest based on the satisfaction of certain performance criteria, which were met for 3,284 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously 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"), 63,874 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029988 · a4.xml · derivative · entry 5

Cliff Kelly Stevenson · CIK 0001730106 · Pres., Investment Franchises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,926

Underlying: Class B Common Stock · 4,496 shares

Expires 2027-03-10

F5 · balance_after: On March 10, 2017, the reporting person was granted an option to purchase 99,920 shares of Class B Common Stock (after giving effect to the Stock Split). 12,490 of the shares vest based on the satisfaction of certain performance criteria, which were met for 4,496 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 87,430 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029988 · a4.xml · derivative · entry 4

Cliff Kelly Stevenson · CIK 0001730106 · Pres., Investment Franchises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 206,110

Underlying: Class B Common Stock · 9,273 shares

Expires 2026-04-15

F4 · balance_after: On April 15, 2016, the reporting person was granted an option to purchase 206,110 shares of Class B Common Stock (after giving effect to the Stock Split). 9,273 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 196,837 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029988 · a4.xml · derivative · entry 3

Cliff Kelly Stevenson · CIK 0001730106 · Pres., Investment Franchises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,034

Underlying: Class B Common Stock · 813 shares

Expires 2026-03-11

F3 · balance_after: On March 11, 2016, the reporting person was granted an option to purchase 18,034 shares of Class B Common Stock (after giving effect to the Stock Split). 813 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 17,221 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029988 · a4.xml · derivative · entry 2

Cliff Kelly Stevenson · CIK 0001730106 · Pres., Investment Franchises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,027

Underlying: Class B Common Stock · 1,126 shares

Expires 2025-10-29

F2 · balance_after: On October 29, 2015, the reporting person was granted an option to purchase 25,027 shares of Class B Common Stock (after giving effect to the Stock Split). 1,126 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 23,901 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029988 · a4.xml · derivative · entry 1

Cliff Kelly Stevenson · CIK 0001730106 · Pres., Investment Franchises

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 75,083

Underlying: Class B Common Stock · 3,380 shares

Expires 2024-09-08

F1 · balance_after: On September 8, 2014, the reporting person was granted an option to purchase 75,083 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 3,380 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously 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.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 6

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 61,284

Underlying: Class B Common Stock · 2,998 shares

Expires 2027-03-10

F6 · balance_after: On March 10, 2017, the reporting person was granted an option to purchase 66,613 shares of Class B Common Stock (after giving effect to the Stock Split). 8,327 of the shares vest based on the satisfaction of certain performance criteria, which were met for 2,998 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 5

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 154,582

Underlying: Class B Common Stock · 6,957 shares

Expires 2026-04-15

F5 · balance_after: On April 15, 2016, the reporting person was granted an option to purchase 154,582 shares of Class B Common Stock (after giving effect to the Stock Split). 6,957 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 147,625 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 4

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,374

Underlying: Class B Common Stock · 2,087 shares

Expires 2026-03-11

F4 · balance_after: On March 11, 2016, the reporting person was granted an option to purchase 46,374 shares of Class B Common Stock (after giving effect to the Stock Split). 2,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 44,287 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 3

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,284

Underlying: Class B Common Stock · 1,407 shares

Expires 2024-12-17

F3 · balance_after: On December 17, 2014, the reporting person was granted an option to purchase 31,284 shares of Class B Common Stock (after giving effect to the Stock Split). 1,407 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 29,877 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 36,790

Underlying: Class B Common Stock · 1,655 shares

Expires 2024-02-05

F2 · balance_after: On February 5, 2014, the reporting person was granted an option to purchase 36,790 shares of Class B Common Stock (after giving effect to the Stock Split). 1,655 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 35,135 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 due to a rounding error.

SEC source: 0001104659-18-029986 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 179,719

Underlying: Class B Common Stock · 8,087 shares

Expires 2023-07-31

F1 · balance_after: On July 31, 2013, the reporting person was granted an option to purchase 179,719 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 8,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. 171,632 of the shares have vested or will vest based on the passage of time, which differs by 1 share from the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 (the "Form 3") due to a rounding error.

SEC source: 0001104659-18-029985 · a4.xml · derivative · entry 1

Sullivan Terence Francis · CIK 0001730061 · CFO and Head of Strategy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 25,696

Underlying: Class B Common Stock · 4,672 shares

Expires 2028-01-01

F1 · balance_after: On January 1, 2018, the reporting person was granted an option to purchase 35,038 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018). 14,014 of the shares vest based on the satisfaction of certain performance criteria, which were met for 4,672 shares on April 30, 2018 when the Company's Compensation Committee determined that the performance criteria related to such shares had been satisfied. As previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, 21,024 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-18-014556 · a4.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 20,000

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.89 to $12.90, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (1) to this Form 4.

F2 · ownership.nature: These securities are held directly by the Lawrence & Christine Davanzo Family Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence & Christine Davanzo Family Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence & Christine Davanzo Family Trust.

SEC source: 0001104659-18-014557 · a4a.xml · nonDerivative · entry 1

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 246,071

F1 · date: This amendment is being filed to correct the "Transaction Date" and "Amount of Securities Beneficially Owned Following Reported Transaction" because of administrative errors in the originally filed Form 4.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.28 to $12.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

SEC source: 0001104659-18-009839 · a4.xml · nonDerivative · entry 1

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 246,071

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.28 to $12.30, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001104659-18-008521 · a4.xml · nonDerivative · entry 5

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 90,000

F5 · ownership.nature: These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.

SEC source: 0001104659-18-008521 · a4.xml · nonDerivative · entry 3

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 245,000

F3 · price: These shares were purchased in multiple transactions, each at a price of $11.50.

SEC source: 0001104659-18-009840 · a4a.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,500

F1 · date: This form is being amended to correct a typographical error in the transaction date on the originally filed Form 4 from "02/08/2018" to "02/09/2018."

SEC source: 0001104659-18-008520 · a4.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 16,500

SEC source: 0001104659-18-008520 · a4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Director · CEO and Chairman

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,500

SEC source: 0001104659-18-008521 · a4.xml · nonDerivative · entry 4

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 70,000

F4 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.16 to $12.30, inclusive.

F5 · ownership.nature: These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC.

SEC source: 0001104659-18-008521 · a4.xml · nonDerivative · entry 2

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 240,000

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.18 to $12.34, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.

SEC source: 0001104659-18-008521 · a4.xml · nonDerivative · entry 1

HAWKES JAMES B · CIK 0001225368 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

F1 · shares: Represents shares purchased through the Issuer's directed share program in connection with its initial public offering.

SEC source: 0001104659-18-008523 · a4.xml · nonDerivative · entry 1

Sullivan Terence Francis · CIK 0001730061 · CFO and Head of Strategy

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 14,000

F1 · shares: Represents shares purchased through the Issuer's directed share program in connection with its initial public offering.