SEC Form 4 · accession 0000899243-16-016613
Live Oak Bancshares, Inc. · LOB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Neil Lawrence Underwood
Officer — President · Director
Period of report
Mar 23, 2016
Accepted (ET)
Mar 25, 2016 · 4:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001462120
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Voting Common Stock | holding | — | — | — | 1,000,010 | D | ||
| Voting Common Stock | holding | — | — | — | 50,000 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1 | — | Mar 23, 2016 | A | 435,000 | A | — | — | Voting Common Stock | 435,000 | 435,000 | D |
| Performance Restricted Stock UnitsF2 | — | Mar 23, 2016 | A | 600,000 | A | — | Mar 23, 2023 | Voting Common Stock | 600,000 | 600,000 | D |
Explanation of responses
- F1Each performance restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. The vesting of the performance RSUs is subject to the Company achieving total revenue of at least $100 million for fiscal year 2016 which will be determined promptly after the end of the performance period and no later than April 30, 2017. In the event the Company does not meet this performance criterion, all of the RSUs will be forfeited. The vesting of the RSUs is subject to the approval by the Company's shareholders of certain amendments to the Company's 2015 Omnibus Stock Incentive Plan (the "Plan") at the annual meeting of the Company's shareholders scheduled for May 2016. In the event that such amendments are not approved by the shareholders, then the RSUs will be canceled.
- F2The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for fiscal year 2016. In addition, in order for the RSUs to vest, the Company's voting common stock must attain a closing price equal to or greater than $34.00 per share for at least twenty (20) consecutive trading days at any time prior to March 23, 2023. The vesting of the RSUs is subject to the approval by the Company's shareholders of certain amendments to the Plan at the annual meeting of the Company's shareholders scheduled for May 2016. In the event that such amendments are not approved by the shareholders, then the RSUs will be canceled.