Sec Form 4 Filing - Fleming Ned N III @ Veritex Holdings, Inc. - 2018-03-22

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) _____ Other (specify below) (Last) (First) (Middle) C/O SUNTX CAPITAL PARTNERS, TWO, LINCOLN CENTER, 5420 LBJ FWY, # 1000 3. Date of Earliest Transaction (MM/DD/YY) 03/22/2018 (Street) DALLAS, TX75240 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 03/31/2018 M 500 A 500 D Common Stock 06/30/2018 M 500 A 1,000 D Common Stock 875 I ( 2 ) ( 3 ) See Footnotes ( 2 ) ( 3 )

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 ( 4 ) 03/22/2018 A 2,000 ( 5 ) ( 5 ) Common Stock 2,000 $ 0 2,000 D Restricted Stock Units ( 1 ) 03/31/2018 M 500 ( 5 ) ( 5 ) Common Stock 500 $ 0 1,500 D Restricted Stock Units ( 1 ) 06/30/2018 M 500 ( 5 ) ( 5 ) Common Stock 500 $ 0 1,000 D

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 Signatures /s/ Ned N. Fleming, III 08/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units were convertible 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, a director on the board of directors of the Issuer (the "Board"), received shares of common stock of the Issuer on a one-for-one basis based on the 500 restricted stock units that vested on each of March 31, 2018 and June 30, 2018. ( 2 )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 SunTx Veritex Holdings, LP, a Delaware limited partnership (the "Fund"), and which serves as the investment manager to the Fund. As a result of this relationship, Mr. Fleming received a seat on the Board and was acting as a representative of the Fund until the Fund no longer directly held shares of the Issuer's common stock. However, during such time, Mr. Fleming received restricted stock units in his capacity 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 875 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of such restricted stock units. (Continued in Footnote 3) ( 3 )(Continued from Footnote 2) 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 875 shares of the Issuer's common stock (i.e. no direct pecuniary interest) as reported in Table I. Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming's pecuniary interest in the securities. ( 4 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. ( 5 )On March 22, 2018, Mr. Fleming was granted 2,000 restricted stock units, vesting in four equal quarterly installments beginning on March 31, 2018. On the date of vesting, Mr. Fleming would receive shares of the Issuer's common stock, cash in an amount equal to the fair market value of such shares or any combination thereof based on the number of restricted stock units that vested on such 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 4(b)(v).

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