Sec Form 4 Filing - Murphy William C @ Veritex Holdings, Inc. - 2018-10-30

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 Murphy William C 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 X __ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) C/O VERITEX HOLDINGS, INC., 8214 WESTCHESTER DRIVE, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 10/30/2018 (Street) DALLAS, TX75225 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 10/30/2018 M 1,128 A 64,806 D Common Stock 10/30/2018 M 1,486 A 66,292 D Common Stock 10/30/2018 M 2,444 A $ 16.21 68,736 D Common Stock 63,945 I By William C. Murphy Pension & Profit Sharing Plan & Trust

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 ) 10/30/2018 M 1,128 ( 2 ) ( 2 ) Common Stock 1,128 $ 0 0 D Restricted Stock Units ( 1 ) 10/30/2018 M 1,486 ( 3 ) ( 3 ) Common Stock 1,486 $ 0 0 D Employee Stock Option (right to buy) $ 16.21 10/30/2018 M 2,444 ( 4 ) 01/01/2026 Common Stock 2,444 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Murphy William C C/O VERITEX HOLDINGS, INC. 8214 WESTCHESTER DRIVE, SUITE 800 DALLAS, TX75225 X Vice Chairman Signatures /s/ C. Malcolm Holland, III, by power of attorney 10/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company. ( 2 )On October 9, 2014 the reporting person was granted an award of 5,636 restricted stock units vesting in five equal installments beginning October 9, 2015. On October 18, 2018, the reporting person retired as Vice Chairman and Director of the Company and the remaining unvested restricted stock units became fully vested based on the terms set forth within the agreement pursuant to which the restricted stock units were granted. ( 3 )On January 1, 2016 the reporting person was granted an award of 4,454 restricted stock units (RSUs) subject to certain terms and conditions, which award was not required to be reported. The number of RSUs eligible for vesting was based on certain performance objectives and market conditions as of December 31, 2016 and determined on January 1, 2017. The performance objectives and market conditions were met for 2016, resulting in the eligibility for vesting of all 4,454 RSUs. The RSUs were to vest in approximately three equal annual installments beginning January 1, 2017. 1,484 vested RSUs were settled through the delivery of shares on January 1, 2017 and January 1, 2018. On October 18, 2018, the reporting person retired as Vice Chairman and Director of the Company and the remaining unvested RSUs became fully vested based on the terms set forth within the agreement pursuant to which the award of RSUs were granted. ( 4 )The option vests in three equal annual installments beginning January 1, 2017. On October 18, 2018, the reporting person retired as Vice Chairman and Director of the Company and the remaining unvested options became fully vested based on the terms set forth within the option agreement.

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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