SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McKee Pathie E

(Last)

(First)

(Middle)

1309 WEST 15TH STREET

C/O VIEWPOINT FINANCIAL GROUP, INC.

(Street)

PLANO

75075

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ViewPoint Financial Group Inc. [ VPFG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		former EVP/CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2013

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								12,412	I	ESOP
Common Stock	08/02/2013		F⁽³⁾		385	D	$21.6515	53,727	D

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock- stock option	$20.85							⁽¹⁾	02/28/2023	Common Stock	25,000		0⁽²⁾	D

Explanation of Responses:

1. Grant of stock options vesting in five equal installments beginning on February 28, 2014.

2. Effective on July 31, 2013, Ms. McKee resigned as EVP/Chief Financial Officer of ViewPoint Financial Group, Inc (the "Company"). Ms. McKee's unvested stock options were forfeited. Please see the Company's Form 8-K filed on July 3, 2013 for more information.

3. Effective on July 31, 2013, Ms. McKee resigned as EVP/Chief Financial Officer of ViewPoint Financial Group, Inc (the "Company"). Per the terms of Ms. McKee's Resignation, Release and Consulting agreement, Ms. McKee received 1,400 shares of previously granted Company restricted stock scheduled to vest on August 20, 2013. This transaction represents the sale of shares to cover the tax liability on the 1,400 shares. The vesting of these shares was accelerated to July 31, 2013. The remaining 20,600 shares of Ms. McKee's restricted stock were forfeited. Please see the Company's Form 8-K filed on July 3, 2013 for more information.

	Scott A. Almy, POA	08/06/2013
	** 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 4 (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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