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