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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Fleming Ned N III (Last) (First) (Middle) C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, # 1000 (Street) DALLAS TX 75240 (City) (State) (Zip)	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) X Other (specify below) See Remarks Below
	3. Date of Earliest Transaction (Month/Day/Year) 09/29/2017
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/29/2017		S		66,200	D	$26.81(1)	239,492	I(2)(3)(4)	See Footnotes(2)(3)(4)
Common Stock	09/30/2017		M		375	A	(5)	239,867	I(2)(3)(4)	See Footnotes(2)(3)(4)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	09/30/2017		M			375	(6)	(6)	Common Stock	375	$0.00	375	I(3)(4)	See Footnotes(3)(4)

1. Name and Address of Reporting Person* Fleming Ned N III (Last) (First) (Middle) C/O SUNTX CAPITAL PARTNERS, TWO LINCOLN CENTER, 5420 LBJ FWY, # 1000 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Below

1. Name and Address of Reporting Person* SunTx Veritex Holdings, L.P. (Last) (First) (Middle) C/O SUNTX CAPITAL PARTNERS TWO LINCOLN CENTER, 5420 LBJ FWY, # 1000 (Street) DALLAS TX 75240 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See Remarks Below

Explanation of Responses:

1. 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.

2. 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.

3. 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)

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.

5. 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.

6. 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.

Remarks:

SunTx Veritex Holdings, LP is a director by deputization of Veritex Holdings, Inc.

	/s/ Ned N. Fleming, III	10/02/2017
	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	10/02/2017
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.