Form 4 Lerner Steven D.

Statement of changes in beneficial ownership of securities

Published: 2019-01-03 19:18:44
Submitted: 2019-01-03
Period Ending In: 2019-01-01
wf-form4_154656110776232.html FORM 4


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SEC FORM 4

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
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OMB Number: 3235-0287
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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*
Lerner Steven D.

(Last) (First) (Middle)
C/O VERITEX HOLDINGS, INC.
8214 WESTCHESTER DRIVE, SUITE 800

(Street)
DALLAS TX 75225

(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) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 01/01/2019 A 10,593 A (1) 10,593 D
Common Stock 01/01/2019 A 9,088 A (2) 19,681 D
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
Employee Stock Option (right to buy) $10.35 01/01/2019 A 9,280 01/01/2019 08/10/2020 Common Stock 9,280 (3) 9,280 D
Explanation of Responses:
1. Received in exchange for 13,410 shares of Green Bancorp, Inc. common stock in connection with the merger of Green Bancorp, Inc. into Veritex Holdings, Inc. (the "Merger"). On the trading day immediately prior to the effective date of the Merger, the closing price of Green Bancorp, Inc.'s common stock was $17.14 per share, and the closing price of Veritex Holdings, Inc.'s common stock was $21.38 per share.
2. Received in the Merger in exchange for 11,505 Green Bancorp, Inc. restricted share unit awards
3. Received in the Merger in exchange for employee stock options to acquire 11,748 shares of Green Bancorp, Inc. common stock for $8.17 per share.
Remarks:
/s/ C. Malcolm Holland 01/03/2019
** 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.
1
wf-form4_154656110776232.xml FORM 4
Schema Version:
X0306
Document Type:
4
Period Of Report:
2019-01-01
Not Subject To Section16:
0

Issuer

Issuer Cik
0001501570
Issuer Name
Veritex Holdings, Inc.
Issuer Trading Symbol
VBTX

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001615799
Rpt Owner Name
Lerner Steven D.

Reporting Owner Address

Rpt Owner Street1
C/O VERITEX HOLDINGS, INC.
Rpt Owner Street2
8214 WESTCHESTER DRIVE, SUITE 800
Rpt Owner City
DALLAS
Rpt Owner State
TX
Rpt Owner Zip Code
75225

Reporting Owner Relationship

Is Director
1
Is Officer
0
Is Ten Percent Owner
0
Is Other
0

Non Derivative Transaction

Security Title
Common Stock
Transaction Date
2019-01-01

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
10593
@attributes Id
F1
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
10593
Direct Or Indirect Ownership
D
Security Title
Common Stock
Transaction Date
2019-01-01

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
9088
@attributes Id
F2
Transaction Acquired Disposed Code
A
Shares Owned Following Transaction
19681
Direct Or Indirect Ownership
D

Derivative Transaction

Security Title
Employee Stock Option (right to buy)
Conversion Or Exercise Price
10.35
Transaction Date
2019-01-01

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
9280
@attributes Id
F3
Transaction Acquired Disposed Code
A
Exercise Date
2019-01-01
Expiration Date
2020-08-10

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
9280.0
Shares Owned Following Transaction
9280
Direct Or Indirect Ownership
D

Footnote

0
Received in exchange for 13,410 shares of Green Bancorp, Inc. common stock in connection with the merger of Green Bancorp, Inc. into Veritex Holdings, Inc. (the "Merger"). On the trading day immediately prior to the effective date of the Merger, the closing price of Green Bancorp, Inc.'s common stock was $17.14 per share, and the closing price of Veritex Holdings, Inc.'s common stock was $21.38 per share.
1
Received in the Merger in exchange for 11,505 Green Bancorp, Inc. restricted share unit awards
2
Received in the Merger in exchange for employee stock options to acquire 11,748 shares of Green Bancorp, Inc. common stock for $8.17 per share.

Owner Signature

Signature Name
/s/ C. Malcolm Holland
Signature Date
2019-01-03
Additional Files
FileSequenceDescriptionTypeSize
0001501570-19-000033.txt   Complete submission text file   8602
$VBTX

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