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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (1) | 02/11/2019 | D | 40,000 | (1) | 08/10/2025 | Voting Common Stock | 40,000 | $ 0 | 0 | D | ||||
| Performance Restricted Stock Units | (1) | 02/11/2019 | A | 40,000 | (1) | 08/10/2028 | Voting Common Stock | 40,000 | $ 0 | 40,000 | D | ||||
| Performance Restricted Stock Units | (2) | (2) | 11/30/2023 | Voting Common Stock | 25,000 | 25,000 | D | ||||||||
| Performance Restricted Stock Units | (3) | (3) | 01/31/2024 | Voting Common Stock | 2,689 | 2,689 | D | ||||||||
| Employee Stock Option (right to buy) | $ 10.634 | (4) | 09/19/2024 | Voting Common Stock | 18,000 | 18,000 | D | ||||||||
| Employee Stock Option (right to buy) | $ 17 | (5) | 07/22/2025 | Voting Common Stock | 12,000 | 12,000 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| SUTHERLAND JOHN W. 1741 TIBURON DRIVE WILMINGTON, NC 28403 |
Chief Accounting Officer | |||
| /s/ Jonathan A. Greene, by Power of Attorney | 02/13/2019 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | See Remarks. |
| (2) | Each 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. |
| (3) | Each 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. |
| (4) | The shares subject to this option vest and become exercisable yearly in seven installments beginning on September 19, 2015, as follows: 10% of the shares subject to the option vest on each of September 19, 2015, 2016, 2017, 2018, and 2019; and 25% of the shares subject to the option vest on each of September 19, 2020 and 2021. |
| (5) | The 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: 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. | |