VBTX Veritex Holdings Inc

SCHEDULE 13G/A

This Amendment No. 2 to the Schedule 13G (this “Amendment No. 2”) is being filed to update the information set forth in the initial Schedule 13G filed with the Securities and Exchange Commission on February 17, 2015, as subsequently amended and restated as of February 13, 2017 pursuant to Amendment No. 1 to the Schedule 13G (together, the “Original Schedule 13G” and, together with this Amendment No. 2, the “Schedule 13G”). This Amendment No. 2 is filed on behalf of SunTx Veritex Holdings, LP, SunTx Capital Partners II GP, LP, SunTx Capital II Management Corp. and Ned N. Fleming III relating to shares of Common Stock, par value $0.01 per share (the “Common Stock”), of Veritex Holdings, Inc., a Texas corporation (the “Issuer”). The Original Schedule 13G is hereby amended and restated to read as follows:

Veritex Holdings, Inc.

8214 Westchester Drive, Suite 400

Dallas, Texas 75225

Item 2(a)-(c) Name of Person Filing.

Address of Principal Business Office, or, if none, Residence.

Place of Organization.

This Schedule 13G is jointly filed by:

(i) SunTx Veritex Holdings, LP (the “Fund”), a Delaware limited partnership;

(ii) SunTx Capital Partners II GP, LP (the “Fund GP”), a Texas limited partnership and the general partner of the Fund, with respect to the Common Stock held by the Fund;

(iii) SunTx Capital II Management Corp. (the “Fund GP Corp”), a Texas corporation and the general partner of the Fund’s general partner and the investment manager to the Fund, with respect to the Common Stock held by the Fund;

(iv) Ned N. Fleming, III, a United States citizen and director of Fund GP Corp, with respect to the Common Stock held by the Fund and him individually.

The persons identified in (i) through (iv) above are herein referred to as the “Reporting Persons.”

Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group.

The principal place of business for each of the Reporting Persons is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.

Common Stock, par value $0.01 per share

923451108

Not applicable

(a)-(b) As of the date hereof, the following is the beneficial ownership and percentage of the Issuer’s Common Stock outstanding for each of the Reporting Persons:

The approximate percentage of Common Stock reported as beneficially owned by each of the Reporting Persons is based upon 22,648,718 shares of Common Stock outstanding as of October 25, 2017, as reported in the Issuer’s 10-Q filed on October 26, 2017.

(c) Ned N. Fleming, III has the sole right to vote and dispose of the shares of Common Stock held by him individually.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [X].

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2018