X0306 4 2017-12-31 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 2017-12-31 4 M 0 375 A 875 I See Footnotes Restricted Stock Units 2017-12-31 4 M 0 375 0.00 D Common Stock 375 0 I See Footnotes Restricted stock units were convertable into common stock of Veritex Holdings, Inc. (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 Ned N. Fleming, III, a director on the board of directors of the Issuer and a Reporting Person, 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 December 31, 2017. Includes 125 shares of the Issuer's common stock received by Mr. Fleming based on restricted stock units that vested on June 30, 2017, 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, and includes 375 shares of the Issuer's common stock received by Mr. Fleming based on restricted stock units that vested on December 31, 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 SunTx Veritex Holdings, LP, a Delaware limited partnership and a Reporting Person (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, 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) and the 375 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of the remaining restricted stock units on December 31, 2017. 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 875 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. 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 2018-01-03 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 2018-01-03