Sec Form 4 Filing - Janson Susan N @ Live Oak Bancshares, Inc. - 2021-02-10

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 Janson Susan N 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) Chief Risk Off., Live Oak Bank (Last) (First) (Middle) 1741 TIBURON DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2021 (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 02/10/2021 M 2,002 A 32,462 D Voting Common Stock 02/10/2021 F 832 D $ 44.97 31,630 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 ( 1 ) 02/10/2021 M 2,002 ( 2 ) ( 2 ) Voting Common Stock 2,002 $ 0 8,009 D Performance Restricted Stock Units ( 3 ) ( 4 ) 05/14/2028 Voting Common Stock 18,750 18,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Janson Susan N 1741 TIBURON DRIVE WILMINGTON, NC28403 Chief Risk Off., Live Oak Bank Signatures /s/ Jonathan A. Greene, by Power of Attorney 02/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. ( 2 )2,002 of the RSUs will vest on each of February 10, 2022, 2023, and 2024; and 2,003 of the RSUs will vest on February 10, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date. ( 3 )Each performance restricted stock unit ("PRSU") represents a contingent right to receive one share of the Company's voting common stock. ( 4 )Eighteen thousand seven hundred fifty of the PRSUs will vest upon the attainment of closing prices of the Company's voting common stock of equal to or greater than $48.00 per share once they are attained for at least twenty (20) consecutive trading days at any time prior to May 14, 2028.

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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