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Filing Details

Accession Number:: 0000899243-17-023116
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-10-02 16:11:01
Reporting Period:: 2017-09-29

Accepted Time:: 2017-10-02 16:11:01
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1501570	Veritex Holdings Inc.	VBTX	State Commercial Banks (6022)	270973566

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1621734	Suntx Veritex Holdings, L.p.	C/O Suntx Capital Partners Two Lincoln Center, 5420 Lbj Fwy, # 1000 Dallas TX 75240		No	No	No	Yes
1707712	Iii N Ned Fleming	C/O Suntx Capital Partners, Two Lincoln Center, 5420 Lbj Fwy, # 1000 Dallas TX 75240		Yes	No	No	Yes

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-09-29	66,200	$26.81	239,492	No	4	S	Indirect	See Footnotes
Common Stock	Acquisiton	2017-09-30	375	$0.00	239,867	No	4	M	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	M	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2017-09-30	375	$0.00	375	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
375			No	4	M	Indirect

Footnotes

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions. The reported price for the share sales made on September 29, 2017 is based on prices ranging from a low of $26.75 per share to a high of $27.20 per share. The reporting persons undertake to provide to Veritex Holdings, Inc. (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 set forth above.
Includes 239,367 shares of the Issuer's common stock held directly by SunTx Veritex Holdings, LP, a Delaware limited partnership and a Reporting Person (the "Fund"), after the sale of 66,200 shares of the Issuer's common stock as reported on this Form 4, and includes 125 shares of the Issuer's common stock received by Ned N. Fleming, III, a director on the board of directors of the Issuer and a Reporting Person, based on restricted stock units that vested on June 30, 2017, and also includes 375 shares of the Issuer's common stock received by Mr. Fleming based on restricted stock units that vested on September 30, 2017 as reported on this Form 4.
Mr. Fleming serves as director of SunTx Capital II Management Corp. (the "Fund GP Corp"), which acts as the general partner of SunTx Capital Partners II GP, LP (the "Fund GP"), the general partner of the Fund, and which serves as the investment manager to the Fund. As a result of this relationship, Mr. Fleming serves on the Issuer's board of directors as a representative of the Fund and received restricted stock units in such capacity. Pursuant to the offering documents of the Fund, the Fund is entitled to an indirect pecuniary interest in the restricted stock units granted to Mr. Fleming, the 125 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of certain restricted stock units on June 30, 2017 and the 375 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of additional restricted stock units on September 30, 2017. (Continued in Footnote 4)
(Continued from Footnote 3) Solely as a result of his ownership interest in the Fund, including through the Fund GP Corp, Mr. Fleming may be deemed to have an indirect pecuniary interest in the 239,867 shares of the Issuer's common stock and the 375 restricted stock units remaining (i.e. no direct pecuniary interest) as reported in Tables I and II, respectively. Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming's pecuniary interest in the securities.
Restricted stock units may be converted into common stock of the Issuer on a one-for-one basis, cash in an amount equal to the fair market value of such shares or any combination thereof, and Mr. Fleming received shares of common stock of the Issuer on a one-for-one basis based on the number of restricted stock units that vested on September 30, 2017.
On June 20, 2017, Mr. Fleming was granted 875 restricted stock units, vesting in three quarterly installments of 14%, 43% and 43% beginning with the vesting of 125 shares of common stock on June 30, 2017.