SEC Form 4 · accession 0001209191-19-009836
Live Oak Bancshares, Inc. · LOB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Voting Common Stock | holding | — | — | — | 2,000 | 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 | — | Feb 11, 2019 | D | 75,000 | D | — | May 14, 2025 | Voting Common Stock | 75,000 | 0 | D |
| Performance Restricted Stock UnitsF1 | — | Feb 11, 2019 | A | 75,000 | A | — | May 14, 2028 | Voting Common Stock | 75,000 | 75,000 | D |
Explanation of responses
- F1See Remarks.
Remarks
Each performance restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. The two reported transactions involve a modification of the terms of the RSUs to lengthen the vesting schedule from seven years to ten years and to add a vesting schedule whereby 25% of the RSUs will vest if various target stock prices are achieved prior to the expiration date of the RSU award. This modification results in the deemed cancellation of the original RSUs and the grant of replacement RSUs. The RSUs were originally granted on May 14, 2018. In order for the original RSUs to vest, the Company's voting common stock was required to attain a closing price equal to or greater than $48.00 per share for at least twenty consecutive trading days at any time prior to May 14, 2025. As modified, 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 May 14, 2028, in accordance with the following: 25% 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 $48.00 per share.