Live Oak Bancshares (LOB) Form 4 Live Oak Bancshares / JOHN W. SUTHERLAND ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SUTHERLAND JOHN W.

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2021

4. If Amendment, Date of 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

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	12/01/2021		M		10,200	A	$10.634	69,232	D
Voting Common Stock	12/01/2021		M		9,000	A	$17	78,232	D

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 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: 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
Employee Stock Option (right to buy)	$10.634	12/01/2021		M			10,200	(1)	09/19/2024	Voting Common Stock	10,200	$0.00	0	D
Employee Stock Option (right to buy)	$17	12/01/2021		M			9,000	(2)	07/22/2025	Voting Common Stock	9,000	$0.00	3,000	D
Restricted Stock Units	(3)							(4)	(4)	Voting Common Stock	1,842		1,842	D
Restricted Stock Units	(3)							(5)	(5)	Voting Common Stock	888		888	D

Explanation of Responses:

1. The shares subject to this option vested and became exercisable yearly in seven installments beginning on September 19, 2015, as follows: 10% of the shares subject to the option vested on each of September 19, 2015, 2016, 2017, 2018, and 2019; and 25% of the shares subject to the option vested on each of September 19, 2020 and 2021.

2. 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 vested 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.

3. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Live Oak Bancshares, Inc. (the "Company") voting common stock.

4. 460 of the RSUs will vest on each of February 10, 2022, 2023, and 2024; and 462 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.

5. 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.

Remarks:

	/s/ Jonathan A. Greene, by Power of Attorney	12/03/2021
	** 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).
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