SEC Form 4 · accession 0000899243-18-023261
Veritex Holdings, Inc. · VBTX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ned N Fleming III
Director
Period of report
Mar 22, 2018
Accepted (ET)
Aug 24, 2018 · 6:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001501570
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 31, 2018 | M | 500 | — | A | 500 | D | |
| Common StockF1 | Jun 30, 2018 | M | 500 | — | A | 1,000 | D | |
| Common StockF2,F3 | holding | — | — | — | 875 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F5 | — | Mar 22, 2018 | A | 2,000 | A | — | — | Common Stock | 2,000 | 2,000 | D |
| Restricted Stock UnitsF1,F5 | — | Mar 31, 2018 | M | 500 | D | — | — | Common Stock | 500 | 1,500 | D |
| Restricted Stock UnitsF1,F5 | — | Jun 30, 2018 | M | 500 | D | — | — | Common Stock | 500 | 1,000 | D |
Explanation of responses
- F1Restricted stock units were convertible 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 (the "Board"), received shares of common stock of the Issuer on a one-for-one basis based on the 500 restricted stock units that vested on each of March 31, 2018 and June 30, 2018.
- F2Mr. 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 (the "Fund"), and which serves as the investment manager to the Fund. As a result of this relationship, Mr. Fleming received a seat on the Board and was acting as a representative of the Fund until the Fund no longer directly held shares of the Issuer's common stock. However, during such time, Mr. Fleming received restricted stock units in his capacity as a representative of the Fund. Pursuant to the offering documents of the Fund, the Fund is entitled to an indirect pecuniary interest in the 875 shares of the Issuer's common stock received by Mr. Fleming upon the vesting of such restricted stock units. (Continued in Footnote 3)
- F3(Continued from Footnote 2) 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 875 shares of the Issuer's common stock (i.e. no direct pecuniary interest) as 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.
- F4Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.
- F5On March 22, 2018, Mr. Fleming was granted 2,000 restricted stock units, vesting in four equal quarterly installments beginning on March 31, 2018. On the date of vesting, Mr. Fleming would receive shares of the Issuer's common stock, cash in an amount equal to the fair market value of such shares or any combination thereof based on the number of restricted stock units that vested on such date.