SEC Form 4 · accession 0001209191-18-046650
Live Oak Bancshares, Inc. · LOB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gregory W Seward
Officer — General Counsel
Period of report
Aug 10, 2018
Accepted (ET)
Aug 14, 2018 · 5:18 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 | — | — | — | 10,000 | 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 UnitsF1 | — | Aug 10, 2018 | A | 40,000 | A | — | Aug 10, 2025 | Voting Common Stock | 40,000 | 40,000 | D |
| Performance Restricted Stock UnitsF2 | — | holding | — | — | — | — | Nov 30, 2023 | Voting Common Stock | 25,000 | 25,000 | D |
| Performance Restricted Stock UnitsF3 | — | holding | — | — | — | — | Jan 31, 2024 | Voting Common Stock | 2,636 | 2,636 | D |
| Performance Restricted Stock UnitsF4 | — | holding | — | — | — | — | Aug 7, 2024 | Voting Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (right to buy)F5 | $14.55 | holding | — | — | — | — | Nov 19, 2025 | Voting Common Stock | 30,000 | 30,000 | 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. A portion of the RSUs will vest if the Company's voting common stock attains various closing prices for at least twenty consecutive trading days at any time prior to August 10, 2025, in accordance with the following: 2.5% of the RSUs will vest upon the attainment of closing stock prices of $35.00 per share, $40.00 per share, $45.00 per share, and $50.00 per share, and 90% of the RSUs will vest upon the attainment of a closing stock price of $55.00 per share.
- F2Each 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.
- F3Each 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.
- 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 July 1, 2017 through June 30, 2018. 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 August 7, 2024.
- F5The shares subject to this option vest and become exercisable yearly in seven installments beginning on November 19, 2016, as follows: 10% of the shares subject to the option vest on each of November 19, 2016, 2017, 2018, 2019,and 2020; and 25% of the shares subject to the option vest on each of November 19, 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.