Sec Form 13G Filing - MAHAN JAMES S III filing for Live Oak Bancshares Inc. (LOB) - 2023-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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CUSIP No. 53803X105

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

Live Oak Bancshares, Inc.
(Name of Issuer)
Voting Common Stock, no par value per share
(Title of Class of Securities)
53803X105
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

    [ ] Rule 13d-1(b)
    [ ] Rule 13d-1(c)
    [X] Rule 13d-1(d)
________________________                        

*The remainder of this cover page shall be filled out for a reporting person’s initial filing of this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 53803X105

1.Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
James S. Mahan III
2.Check the Appropriate Box if a Member of a Group
(a) _____
(b) _____
3.SEC Use Only
4.Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned By
Each Reporting
Person with
5.Sole Voting Power
3,275,0111
6.Shared Voting Power
3,496,6712
7.Sole Dispositive Power
3,275,0111
8.Shared Dispositive Power
3,496,6712
9.Aggregate Amount Beneficially Owned by Each
Reporting Person
6,771,682

(1) Includes 3,147,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust, over which Mr. Mahan has sole investment and voting power.

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CUSIP No. 53803X105

(2) Includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust. Marguerite D. Mahan is the spouse of James S. Mahan III. By virtue of his relationship with Marguerite D. Mahan, Mr. Mahan may be deemed to share beneficial ownership of the shares owned by Mrs. Mahan’s revocable trust and his family and charitable trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mr. Mahan serves as director and officer, and 212,150 shares held by Peapod II, LLC.

10.Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
[ ]
11.Percent of Class Represented by Amount in Row (9)
15.4%3
12.Type of Reporting Person
IN

(3) Based on 43,984,400 shares of Voting Common Stock outstanding as of November 1, 2022, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2022.

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CUSIP No. 53803X105

1.Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Marguerite D. Mahan
2.Check the Appropriate Box if a Member of a Group
(a) _____
(b) _____
3.SEC Use Only
4.Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned By
Each Reporting
Person with
5.Sole Voting Power
3,159,7144
6.Shared Voting Power
3,611,9685
7.Sole Dispositive Power
3,159,7144
8.Shared Dispositive Power
3,611,9685
9.Aggregate Amount Beneficially Owned by Each
Reporting Person
6,771,682

(4) Includes 3,032,547 shares held by the Marguerite D. Mahan Revocable Trust and 127,167 shares held by the 2021 Chip Mahan Family and Charitable Trust, over which Mrs. Mahan has sole investment and voting power.

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CUSIP No. 53803X105

(5) Includes 3,147,844 shares held by the James S. Mahan III Revocable Trust and 127,167 shares held by the 2021 Peggy Mahan Family Trust. James S. Mahan III is the spouse of Marguerite D. Mahan. By virtue of her relationship with James S. Mahan III, Mrs. Mahan may be deemed to share beneficial ownership of the shares owned by Mr. Mahan’s revocable trust and her family trust. Also includes 124,807 shares held by Salt Water Fund, a nonprofit corporation for which Mrs. Mahan serves as a director and officer, and 212,150 shares held by Peapod II, LLC.

10.Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
[ ]
11.Percent of Class Represented by Amount in Row (9)
15.4%3
12.Type of Reporting Person
IN



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CUSIP No. 53803X105

1.Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
James S. Mahan III Revocable Trust
2.Check the Appropriate Box if a Member of a Group
(a) _____
(b) _____
3.SEC Use Only
4.Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned By
Each Reporting
Person with
5.Sole Voting Power
3,147,844
6.Shared Voting Power
0
7.Sole Dispositive Power
3,147,844
8.Shared Dispositive Power
0
9.Aggregate Amount Beneficially Owned by Each
Reporting Person
3,147,844





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CUSIP No. 53803X105

10.Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
[ ]
11.Percent of Class Represented by Amount in Row (9)
7.2%3
12.Type of Reporting Person
OO




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CUSIP No. 53803X105

1.Name of Reporting Person
I.R.S. Identification No. of Above Person (Entities Only)
Marguerite D. Mahan Revocable Trust
2.Check the Appropriate Box if a Member of a Group
(a) _____
(b) _____
3.SEC Use Only
4.Citizenship or Place of Organization
United States of America
Number of
Shares
Beneficially
Owned By
Each Reporting
Person with
5.Sole Voting Power
3,032,547
6.Shared Voting Power
0
7.Sole Dispositive Power
3,032,547
8.Shared Dispositive Power
0
9.Aggregate Amount Beneficially Owned by Each
Reporting Person
3,032,547

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CUSIP No. 53803X105

10.Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
[ ]
11.Percent of Class Represented by Amount in Row (9)
6.9%3
12.Type of Reporting Person
OO



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CUSIP No. 53803X105

Item 1(a)    Name of Issuer

Live Oak Bancshares, Inc. (the “Issuer”)

Item 1(b)    Address of Issuer’s Principal Executive Offices

1741 Tiburon Drive
Wilmington, NC 28403

Item 2(a)    Name of Person Filing

This Amendment No. 7 to Schedule 13G is being filed jointly by James S. Mahan III, Marguerite D. Mahan, the James S. Mahan III Revocable Trust, and the Marguerite D. Mahan Revocable Trust. The reporting persons have entered into a Joint Filing Agreement, a copy of which was filed with the original Schedule 13G as Exhibit 99.1 thereto, pursuant to which the reporting persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Item 2(b)    Address of Principal Business Office, or if none, Residence

c/o Live Oak Bancshares, Inc.
1741 Tiburon Drive
Wilmington, NC 28403

Item 2(c)    Citizenship

James S. Mahan III and Marguerite D. Mahan are each United States citizens. The James S. Mahan III Revocable Trust is sitused in the state of North Carolina, United States. The Marguerite D. Mahan Revocable Trust is sitused in the state of North Carolina, United States.

Item 2(d)    Title of Class of Securities

Voting Common Stock, no par value per share

Item 2(e)    CUSIP Number

53803X105

Item 3.    Filing pursuant to Rules 13d-1(b) or 13d-2(b) or (c)

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CUSIP No. 53803X105

Not Applicable

Item 4.    Ownership

(a)Amount Beneficially Owned:


James S. Mahan III6,771,682
Marguerite D. Mahan6,771,682
James S. Mahan III Revocable Trust3,147,844
Marguerite D. Mahan Revocable Trust3,032,547

(b)Percent of Class:3

James S. Mahan III15.4%
Marguerite D. Mahan15.4%
James S. Mahan III Revocable Trust7.2%
Marguerite D. Mahan Revocable Trust6.9%

(c)Number of shares as to which the person has:

(i)sole power to vote or direct the vote:

James S. Mahan III3,275,011
Marguerite D. Mahan3,159,714
James S. Mahan III Revocable Trust3,147,844
Marguerite D. Mahan Revocable Trust3,032,547

(ii)shared power to vote or direct the vote:

James S. Mahan III3,496,671
Marguerite D. Mahan3,611,968
James S. Mahan III Revocable Trust0
Marguerite D. Mahan Revocable Trust0

(iii)sole power to dispose or direct the disposition of:

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CUSIP No. 53803X105

James S. Mahan III3,275,011
Marguerite D. Mahan3,159,714
James S. Mahan III Revocable Trust3,147,844
Marguerite D. Mahan Revocable Trust3,032,547

(iv)shared power to dispose or direct the disposition of:

James S. Mahan III3,496,671
Marguerite D. Mahan3,611,968
James S. Mahan III Revocable Trust0
Marguerite D. Mahan Revocable Trust0

Item 5.    Ownership of Five Percent or Less of a Class

Not Applicable

Item 6.         Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

Item 7.    Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

Item 8.    Identification and Classification of Members of the Group

Not Applicable

Item 9.    Notice of Dissolution of Group

Not Applicable

Item 10.    Certification

Not Applicable
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CUSIP No. 53803X105



SIGNATURE


    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: February 10, 2023  /s/ James S. Mahan III
James S. Mahan III
Date: February 10, 2023  /s/ Marguerite D. Mahan
Marguerite D. Mahan
Date: February 10, 2023JAMES S. MAHAN III REVOCABLE TRUST
By:  /s/ James S. Mahan III
Name: James S. Mahan III
Title: Trustee
Date: February 10, 2023MARGUERITE D. MAHAN REVOCABLE TRUST
By:   /s/ Marguerite D. Mahan
Name: Marguerite D. Mahan
Title: Trustee





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CUSIP No. 53803X105

EXHIBIT INDEX

Exhibit No.Description
99.1

_______________________

* Previously filed

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