X0306 4 2017-09-01 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 2017-09-01 4 S 0 300 26.80 D 322195 I See Footnotes The sales reported in Column 4 occurred in multiple transactions at the reported price. 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 in each separate transaction set forth above. Includes 322,070 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 300 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. 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 125 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of certain restricted stock units on June 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 all 322,195 shares of the Issuer's common stock (i.e. no direct pecuniary interest) reported in Table I. Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming's pecuniary interest in the securities. SunTx Veritex Holdings, LP is a director by deputization of Veritex Holdings, Inc. /s/ Ned N. Fleming, III 2017-09-05 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 2017-09-05