0000899243-17-023116.txt : 20171002
0000899243-17-023116.hdr.sgml : 20171002
20171002161101
ACCESSION NUMBER: 0000899243-17-023116
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170929
FILED AS OF DATE: 20171002
DATE AS OF CHANGE: 20171002
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Fleming Ned N III
CENTRAL INDEX KEY: 0001707712
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36682
FILM NUMBER: 171114629
MAIL ADDRESS:
STREET 1: 8214 WESTCHESTER DRIVE
STREET 2: SUITE 400
CITY: DALLAS
STATE: TX
ZIP: 75225
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SunTx Veritex Holdings, L.P.
CENTRAL INDEX KEY: 0001621734
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36682
FILM NUMBER: 171114628
BUSINESS ADDRESS:
BUSINESS PHONE: 972-663-8900
MAIL ADDRESS:
STREET 1: TWO LINCOLN CENTRE, SUITE 1000
STREET 2: 5420 LBJ FREEWAY
CITY: DALLAS
STATE: TX
ZIP: 75240
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Veritex Holdings, Inc.
CENTRAL INDEX KEY: 0001501570
STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022]
IRS NUMBER: 270973566
STATE OF INCORPORATION: TX
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8214 WESTCHESTER DRIVE
STREET 2: SUITE 400
CITY: DALLAS
STATE: TX
ZIP: 75225
BUSINESS PHONE: 972-349-6200
MAIL ADDRESS:
STREET 1: 8214 WESTCHESTER DRIVE
STREET 2: SUITE 400
CITY: DALLAS
STATE: TX
ZIP: 75225
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-09-29
0
0001501570
Veritex Holdings, Inc.
VBTX
0001707712
Fleming Ned N III
C/O SUNTX CAPITAL PARTNERS, TWO
LINCOLN CENTER, 5420 LBJ FWY, # 1000
DALLAS
TX
75240
1
0
0
1
See Remarks Below
0001621734
SunTx Veritex Holdings, L.P.
C/O SUNTX CAPITAL PARTNERS TWO
LINCOLN CENTER, 5420 LBJ FWY, # 1000
DALLAS
TX
75240
0
0
0
1
See Remarks Below
Common Stock
2017-09-29
4
S
0
66200
26.81
D
239492
I
See Footnotes
Common Stock
2017-09-30
4
M
0
375
A
239867
I
See Footnotes
Restricted Stock Units
2017-09-30
4
M
0
375
0.00
D
Common Stock
375
375
I
See 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.
SunTx Veritex Holdings, LP is a director by deputization of Veritex Holdings, Inc.
/s/ Ned N. Fleming, III
2017-10-02
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
2017-10-02