Sec Form 4 Filing - Garriott Huntley @ Live Oak Bancshares, Inc. - 2020-03-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Garriott Huntley 2. Issuer Name and Ticker or Trading Symbol Live Oak Bancshares, Inc. [ LOB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, Live Oak Bank (Last) (First) (Middle) 1741 TIBURON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2020 (Street) WILMINGTON, NC28403 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Voting Common Stock 03/11/2020 P 5,000 A $ 11.28 ( 1 ) 85,094 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Voting Common Stock 22,246 22,246 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Voting Common Stock 22,500 22,500 D Performance Restricted Stock Units ( 5 ) ( 5 ) 02/11/2029 Voting Common Stock 500,000 500,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garriott Huntley 1741 TIBURON DRIVE WILMINGTON, NC28403 President, Live Oak Bank Signatures /s/ Jonathan A. Greene, By Power of Attorney 03/13/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $11.27 to $11.29. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the trades were effected. ( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. ( 3 )The RSUs vest in five equal annual installments beginning on February 10, 2021, subject to the reporting person's continuous service to the Company or a related entity on such date. ( 4 )The RSUs vest in equal annual installments beginning on February 11, 2020 as follows: 7,500 shares vest on each of February 11, 2020, 2021, 2022, and 2023. ( 5 )Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. A portion of the performance RSUs will vest if the Company's voting common stock attains various closing prices for at least twenty consecutive trading days at any time prior to February 11, 2029, in accordance with the following: 20% of the performance RSUs will vest upon the attainment of closing stock prices of $35.00 per share, $40.00 per share, $45.00 per share, $50.00 per share, and $55.00 per share.

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).

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