Sec Form 4 Filing - Fleming Ned N III @ Veritex Holdings, Inc. - 2017-06-30

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Fleming Ned N III 2. Issuer Name and Ticker or Trading Symbol Veritex Holdings, Inc. [ VBTX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Remarks Below (Last) (First) (Middle) C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN, CENTER, 5420 LBJ FWY, #1000 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2017 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Common Stock 06/30/2017 M 125 A 522,495 I ( 2 ) ( 3 ) ( 4 ) See Footnotes ( 2 ) ( 3 ) ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 1 ) 06/30/2017 M 125 ( 5 ) ( 5 ) Common Stock 125 $ 0 750 I ( 3 ) ( 4 ) See Footnotes ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fleming Ned N III C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, #1000 DALLAS, TX75240 X See Remarks Below SunTx Veritex Holdings, L.P. C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, #1000 DALLAS, TX75240 See Remarks Below Signatures /s/ Ned N. Fleming, III 06/30/2017 Signature of Reporting Person Date SunTx Veritex Holdings, LP, By: SunTx Capital Partners II GP, LP, its general partner, By: SunTx Capital II Management Corp., its general partner, /s/ Ned N. Fleming, III 06/30/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units may be converted into common stock of Veritex Holdings, Inc. (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 Ned N. Fleming, III 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 June 30, 2017. ( 2 )Includes 522,370 shares of the Issuer's common stock held directly by SunTx Veritex Holdings, LP, a Delaware limited partnership and a Reporting Person (the "Fund"). ( 3 )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 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. 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 and the shares of the Issuer's common stock received by Mr. Fleming upon the vesting of such restricted stock units. (Continued in Footnote 4) ( 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 125 vested shares of the Issuer's common stock and the 750 restricted stock units remaining (i.e. no direct pecuniary interest) as reported in Tables I and II. Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming's pecuniary interest in the securities. ( 5 )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.

Remarks: SunTx Veritex Holdings, LP is a director by deputization of Veritex Holdings, Inc.

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 4(b)(v).

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