SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Berlinski Milton R.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2018
3. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
02/07/2018
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
See Explanation Below(1) 0(1) D(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Berlinski Milton R.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Reverence Capital Partners LLC

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP GenPar HoldCo LLC

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP GenPar LP

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP Opp Fund I GP, L.P.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Reverence Capital Partners Opportunities Fund I, L.P.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Reverence Capital Partners Opportunities Fund I (Cayman), L.P.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Reverence Capital Partners Opportunities Fund I (AI), L.P.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP Co-Invest GP LLC

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
RCP Lake Co-Invest, L.P.

(Last) (First) (Middle)
C/O REVERENCE CAPITAL PARTNERS LLC
477 MADISON AVE., 23RD FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. This amendment is being made solely for the purpose of including the CIK numbers for RCP Co-Invest GP LLC, RCP GenPar HoldCo LLC, RCP GenPar LP, RCP Opp Fund I GP, L.P. and Reverence Capital Partners LLC, which were omitted from the original Form 3. No other changes have been made.
Remarks:
Exhibit List: Exhibit 99.1 - Joint Filer Information
/s/ Milton Berlinski 02/21/2018
** Signature of Reporting Person Date
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 5 (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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