Live Oak Bancshares Inc.

11/15/2024 | Press release | Distributed by Public on 11/15/2024 16:18

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SUTHERLAND JOHN W.
2. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [LOB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Accounting Officer
(Last) (First) (Middle)
1741 TIBURON DRIVE 		3. Date of Earliest Transaction (Month/Day/Year)
11/13/2024
(Street)
WILMINGTON, NC 28403 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Voting Common Stock 11/13/2024 S 12,588 D $49.002(1) 14,015 D
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)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) (3) (3) Voting Common Stock 461 461 D
Restricted Stock Units (2) (4) (4) Voting Common Stock 356 356 D
Restricted Stock Units (2) (5) (5) Voting Common Stock 948 948 D
Restricted Stock Units (2) (6) (6) Voting Common Stock 2,845 2,845 D
Restricted Stock Units (2) (7) (7) Voting Common Stock 4,381 4,381 D
Employee Stock Option (right to buy) $17 (8) 07/22/2025 Voting Common Stock 3,000 3,000 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUTHERLAND JOHN W.
1741 TIBURON DRIVE
WILMINGTON, NC 28403 		Chief Accounting Officer

Signatures

/s/ Jonathan A. Greene, By Power of Attorney 11/15/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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) This transaction was executed in multiple trades at prices ranging from $49.00 to $49.03. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transactions were effected.
(2) Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.
(3) 460 of the RSUs vested on each of February 10, 2022 and February 12, 2024; and 461 of the RSUs will vest on February 10, 2023 and 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.
(4) The RSUs vest in five equal annual installments beginning on February 22, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.
(5) 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.
(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 RSUs vest in five pro rata installments beginning on February 12, 2025, subject to the reporting person's continuous service to the Company or a related entity on such date.
(8) The shares subject to this option vested and became exercisable yearly in seven installments beginning on July 22, 2016, as follows: 10% of the shares subject to the option vested on each of July 22, 2016, 2017, 2018, 2019, and 2020; 25% of the shares subject to the option vested on July 22, 2021; and 25% of the shares subject to the option vested on July 22, 2022.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.