Sec Form 4 Filing - Seward Gregory W @ Live Oak Bancshares, Inc. - 2020-12-02

Insider filing report for Changes in Beneficial Ownership
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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
Seward Gregory W
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)
General Counsel
(Last) (First) (Middle)
1741 TIBURON DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
12/02/2020
(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 12/02/2020 M 2,636 A 33,753 D
Voting Common Stock 12/02/2020 F 1,179 D $ 43.04 32,574 D
Voting Common Stock 12/02/2020 M 50,000 A 82,574 D
Voting Common Stock 12/02/2020 F 22,350 D $ 43.04 60,224 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 Beneficia l Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Restricted Stock Units ( 1 ) 12/02/2020 M 2,636 ( 2 ) ( 2 ) Voting Common Stock 2,636 $ 0 0 D
Performance Restricted Stock Units ( 1 ) 12/02/2020 M 50,000 ( 3 ) ( 3 ) Voting Common Stock 50,000 $ 0 0 D
Performance Restricted Stock Units ( 1 ) ( 4 ) 08/10/2028 Voting Common Stock 32,000 32,000 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Voting Common Stock 10,011 10,011 D
Employee Stock Option (right to buy) $ 14.55 ( 7 ) 11/19/2025 Voting Common Stock 30,000 30,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Seward Gregory W
1741 TIBURON DRIVE
WILMINGTON, NC28403
General Counsel
Signatures
/s/ Jonathan A. Greene, by Power of Attorney 12/04/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company"), voting common stock.
( 2 )The PRSUs vested on December 2, 2020. The vesting of the PRSUs was subject to the Company achieving total revenue of at least $100 million for the period from January 1, 2017 through December 31, 2017. This condition was satisfied on December 31, 2017. Vesting was also contingent upon the Company's voting common stock attaining a closing price equal to or greater than $38.00 per share for at least twenty (20) consecutive trading days at any time prior to January 31, 2024. On December 2, 2020, the compensation committee of the Company's board of directors certified that this stock price condition had been satisfied and that the PRSUs were vested.
( 3 )The PRSUs vested on December 2, 2020. The vesting of the PRSUs was subject to the Company achieving total revenue of at least $100 million for the period from July 1, 2017 through June 30, 2018. This condition was satisfied on June 30, 2018. Vesting was also contingent upon the Company's voting common stock attaining a closing price equal to or greater than $38.00 per share for at least twenty (20) consecutive trading days at any time prior to August 7, 2024. On December 2, 2020, the compensation committee of the Company's board of directors certified that this stock price condition had been satisfied and that the PRSUs were vested.
( 4 )Eight thousand of the PRSUs will vest upon each attainment of closing prices of the Company's voting common stock of equal to or greater than $40.00 per share, $45.00 per share, $50.00 per share, and $55.00 per share once they are attained for at least twenty (20) consecutive trading days at any time prior to August 10, 2028.
( 5 )Each restricted stock unit ("RSU") represents a right to receive one share of the Company's voting common stock.
( 6 )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.
( 7 )The shares subject to this option vest and become exercisable yearly in seven installments beginning on November 19, 2016, as follows: 10% of the shares subject to the option vest on each of November 19, 2016, 2017, 2018, 2019,and 2020; and 25% of the shares subject to the option vest on each of November 19, 2021 and 2022.

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