Statement of Changes in Beneficial Ownership (4)
17 2월 2023 - 8:14AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Spencer Courtney |
2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc.
[
LOB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Experience Officer |
(Last)
(First)
(Middle)
1741 TIBURON DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/15/2023 |
(Street)
WILMINGTON, NC 28403
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Voting Common Stock | 2/15/2023 | | M | | 1580 | A | (1) | 9560 | D | |
Voting Common Stock | 2/15/2023 | | F | | 524 | D | $35.27 | 9036 | D | |
Voting Common Stock | | | | | | | | 152 | I | By Spouse |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (1) | 2/15/2023 | | M | | | 1580 | (2) | (2) | Voting Common Stock | 1580 | $0.00 | 6320 | D | |
Restricted Stock Units | (1) | | | | | | | (3) | (3) | Voting Common Stock | 4005 | | 4005 | D | |
Restricted Stock Units | (1) | | | | | | | (4) | (4) | Voting Common Stock | 8000 | | 8000 | D | |
Restricted Stock Units | (1) | | | | | | | (5) | (5) | Voting Common Stock | 360 | | 360 | D | |
Restricted Stock Units | (1) | | | | | | | (6) | (6) | Voting Common Stock | 14224 | | 14224 | D | |
Stock Option (right to buy) | $13.59 | | | | | | | (7) | 2/16/2026 | Voting Common Stock | 14000 | | 14000 | D | |
Explanation of Responses: |
(1) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock. |
(2) | The RSUs vest in five equal annual installments beginning on February 14, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date. |
(3) | 2,002 of the RSUs will vest on each of February 10, 2023 and 2024 and 2,003 of the RSUs will vest on February 10, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date. |
(4) | 2,000 of the RSUs will vest on each of February 22, 2023, 2024, 2025, and 2026, subject to the reporting person's continuous service to the Company or a related entity on such date. |
(5) | The remaining 360 RSUs will vest on November 19, 2023, subject to the reporting person's continuous service to the Company or a related entity on such date. |
(6) | The RSUs vest in five pro rata installments beginning on February 13, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date. |
(7) | The shares subject to this option vest and become exercisable yearly in seven installments beginning on February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; 25% of the shares subject to the option vested on February 16, 2022; and 25% of the shares subject to the option vest on February 16, 2023. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Spencer Courtney 1741 TIBURON DRIVE WILMINGTON, NC 28403 |
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| Chief Experience Officer |
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Signatures
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/s/ Jonathan A. Greene, by Power of Attorney | | 2/16/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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. |
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