SEC Form 4 · accession 0001209191-18-006575
Live Oak Bancshares, Inc. · LOB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
S. Brett Caines
Officer — Chief Financial Officer
Period of report
Jan 30, 2018
Accepted (ET)
Feb 1, 2018 · 7:04 pm EST
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 StockF1 | Jan 30, 2018 | M | 130 | — | A | 434,640 | D | |
| Voting Common StockF3 | Jan 30, 2018 | S | 3,816 | $26.20 | D | 430,824 | D | |
| Voting Common StockF4 | Jan 31, 2018 | S | 3,716 | $26.91 | D | 427,108 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F5 | — | Jan 30, 2018 | M | 130 | D | — | — | Voting Common Stock | 130 | 0 | D |
| Performance Restricted Stock UnitsF6 | — | holding | — | — | — | — | Nov 30, 2023 | Voting Common Stock | 50,000 | 50,000 | D |
| Performance Restricted Stock UnitsF7 | — | holding | — | — | — | — | Jan 31, 2024 | Voting Common Stock | 3,427 | 3,427 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.
- F2The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 8, 2017.
- F3This transaction was executed in multiple trades at prices ranging from $26.00 to $26.50. 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 transactions were effected.
- F4This transaction was executed in multiple trades at prices ranging from $26.80 to $27.00. 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 transactions were effected.
- F5The RSUs vest in three equal annual installments beginning on January 30, 2016.
- F6Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for the period from October 1, 2016 through September 30, 2017. 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 November 30, 2023.
- F7Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for the period from January 1, 2017 through December 31, 2017. 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 $38.00 per share for at least twenty (20) consecutive trading days at any time prior to January 31, 2024.