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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Kowalski Michael A (Last) (First) (Middle) C/O VERITEX HOLDINGS, INC. 8214 WESTCHESTER DRIVE, SUITE 400 (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) 10/09/2014
	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	10/14/2014		A		8,000	A	$13	18,000	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)	$10.85	10/09/2014		D/K			2,500	(1)	02/18/2024	Common Stock	2,500	(2)	0	D
Restricted Stock Units	(3)	10/09/2014		A/K		403		(2)	10/09/2024	Common Stock	403	(2)	403	D

Explanation of Responses:

1. Performance-based option vests and becomes exercisable as to (i) 35% upon the occurrence of a change of control; (ii) 35% upon the occurrence of a change of control and the reciept of persons acquiring shares in March 2010 having received either a 20% internal rate of return or 2.5 times their original investment of $10.00 per share; and (iii) the remaining 30% upon the ocurrence of a change of control and the and the reciept of persons acquiring shares in March 2010 having received either a 30% internal rate of return or 2.5 times their original investment of $10.00 per share.

2. On October 9, 2014, the issuer canceled performance-based option to purchase 2,500 shares of VBTX common stock granted to the reporting person on January 1, 2011. In exchange for the canceled performance-based option, the reporting person received 403 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of VBTX common stock.

3. The restricted stock units vest in five equal installments beginning October 9, 2015. Vested shares will be settled in either, cash, shares of VBTX common stock or a combination thereof, immediately following lapse of restrictions but in any event, no later than March 15 of the calendar year immediately following the lapse of the restrictions.

	/s/ C. Malcolm Holland, III, by power of attorney	10/14/2014
	** 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).
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