SEC Form 4 · accession 0001501570-18-000205
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
Sep 30, 2018
Accepted (ET)
Oct 1, 2018 · 2:07 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 | Sep 30, 2018 | M | 500 | — | A | 1,500 | 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 UnitsF1,F4 | — | Sep 30, 2018 | M | 500 | D | — | — | Common Stock | 500 | 500 | D |
Explanation of responses
- F1Each restricted stock unity represents a right to receive at settlement one share of common stock of the Company.
- F2(Continued from Footnote 1) 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.
- F3Mr. 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 2)
- F4On March 22, 2018 the reporting person was granted 2,000 restricted stock units which vest in four equal installments on the last calendar day for each quarter during 2018.