SEC Form 4 · accession 0001209191-19-009837
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 | — | — | — | 12,000 | 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 | 40,000 | D | — | Aug 10, 2025 | Voting Common Stock | 40,000 | 0 | D |
| Performance Restricted Stock UnitsF1 | — | Feb 11, 2019 | A | 40,000 | A | — | Aug 10, 2028 | 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
- F1See Remarks.
- 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
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 change the amount of RSUs that vest at various target stock prices. This modification results in the deemed cancellation of the original RSUs and the grant of replacement RSUs. The RSUs were originally granted on August 10, 2018. Under the terms of the original awards, a portion of the RSUs were scheduled to vest if the Company's voting common stock attained 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 were to 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 were to vest upon the attainment of a closing stock price of $55.00 per share. 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 August 10, 2028, in accordance with the following: 20% 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, $50.00 per share, and $55.00 per share.