SEC Form 4 · accession 0001209191-18-013850
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
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 4:03 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 StockF2 | Feb 23, 2018 | S | 3,823 | $26.16 | D | 366,561 | D | |
| Voting Common StockF3 | Feb 26, 2018 | S | 3,780 | $26.45 | D | 362,781 | D |
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 UnitsF4 | — | holding | — | — | — | — | Nov 30, 2023 | Voting Common Stock | 50,000 | 50,000 | D |
| Performance Restricted Stock UnitsF5 | — | holding | — | — | — | — | Jan 31, 2024 | Voting Common Stock | 3,427 | 3,427 | D |
Explanation of responses
- F1The 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.
- F2This transaction was executed in multiple trades ranging from 26.08 to 26.30. 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 full information regarding the number of shares and prices at which the transactions were effected.
- F3This transaction was executed in multiple trades ranging from 26.35 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 full information regarding the number of shares and prices at which the transactions were effected.
- F4Each 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 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.
- F5Each 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.