SEC Form 4 · accession 0001209191-18-030585
Live Oak Bancshares, Inc. · LOB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steve Smits
Officer — Chief Credit Officer
Period of report
May 14, 2018
Accepted (ET)
May 16, 2018 · 5:05 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 StockF1 | May 14, 2018 | S | 2,500 | $28.74 | D | 52,631 | D | |
| Voting Common StockF2 | May 15, 2018 | S | 2,500 | $28.96 | D | 50,131 | 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 UnitsF3 | — | holding | — | — | — | — | Nov 30, 2023 | Voting Common Stock | 100,000 | 100,000 | D |
| Performance Restricted Stock UnitsF4 | — | holding | — | — | — | — | Jan 31, 2024 | Voting Common Stock | 4,218 | 4,218 | D |
| Employee Stock Option (right to buy)F5 | $4.40 | holding | — | — | — | — | Mar 26, 2024 | Voting Common Stock | 63,500 | 63,500 | D |
| Employee Stock Option (right to buy)F6 | $10.63 | holding | — | — | — | — | Feb 20, 2025 | Voting Common Stock | 20,000 | 20,000 | D |
| Employee Stock Option (right to buy)F7 | $17.00 | holding | — | — | — | — | Jul 22, 2025 | Voting Common Stock | 30,000 | 30,000 | D |
Explanation of responses
- F1This transaction was executed in multiple trades ranging from $28.70 to $28.80. 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.
- F2This transaction was executed in multiple trades ranging from $28.85 to $29.175. 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.
- F3Each 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.
- F4Each 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.
- F5The shares subject to this option vest and become exercisable yearly in seven installments beginning on March 26, 2015, as follows: 10% of the shares subject to the option vest on each of March 26, 2015, 2016, 2017, 2018, and 2019; and 25% of the shares subject to the option vest on each of March 26, 2020 and 2021.
- F6The shares subject to this option vest and become exercisable yearly in seven installments beginning on February 20, 2016, as follows: 10% of the shares subject to the option vest on each of February 20, 2016, 2017, 2018, 2019, and 2020; and 25% of the shares subject to the option vest on each of February 20, 2021 and 2022.
- F7The shares subject to this option vest and become exercisable yearly in seven installments beginning on July 22, 2016, as follows: 10% of the shares subject to the option vest on each of July 22, 2016, 2017, 2018, 2019, and 2020; and 25% of the shares subject to the option vest on each of July 22, 2021 and 2022.
Remarks
The performance RSUs granted on March 21, 2018 that represented a contingent right to receive one share of the Company's voting common stock vesting upon the Company's voting common stock attaining a closing price equal to or greater than $48.00 per share for at least twenty (20) consecutive trading days at any time prior to March 21, 2025 were cancelled by the Company and the Reporting Person received no consideration for the cancellation. Accordingly, these performance RSUs have been removed from Table II of this Form 4. For additional information, see the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2018.