SEC Form 4 · accession 0001209191-18-046651
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
Aug 10, 2018
Accepted (ET)
Aug 14, 2018 · 5:19 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 | — | — | — | 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 UnitsF1 | — | Aug 10, 2018 | A | 50,000 | A | — | Aug 10, 2025 | Voting Common Stock | 50,000 | 50,000 | D |
| Performance Restricted Stock UnitsF2 | — | holding | — | — | — | — | Nov 30, 2023 | Voting Common Stock | 100,000 | 100,000 | D |
| Performance Restricted Stock UnitsF3 | — | holding | — | — | — | — | Jan 31, 2024 | Voting Common Stock | 4,218 | 4,218 | D |
| Employee Stock Option (right to buy)F4 | $4.40 | holding | — | — | — | — | Mar 26, 2024 | Voting Common Stock | 63,500 | 63,500 | D |
| Employee Stock Option (right to buy)F5 | $10.63 | holding | — | — | — | — | Feb 20, 2025 | Voting Common Stock | 20,000 | 20,000 | D |
| Employee Stock Option (right to buy)F6 | $17.00 | holding | — | — | — | — | Jul 22, 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.
- F4The 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.
- F5The 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.
- F6The 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.