Micah S Davis Form 3 Live Oak Bancshares / Micah S Davis ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Davis Micah S

(Last) (First) (Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON NC 28403

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2023

3. Issuer Name and Ticker or Trading Symbol
Live Oak Bancshares, Inc. [ LOB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Marketing & Comm Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Voting Common Stock	49,231	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	(1)	Voting Common Stock	4,005	(2)	D
Restricted Stock Units	(3)	(3)	Voting Common Stock	3,000	(2)	D
Restricted Stock Units	(4)	(4)	Voting Common Stock	3,792	(2)	D
Restricted Stock Units	(5)	(5)	Voting Common Stock	11,379	(2)	D
Employee Stock Option (right to buy)	(6)	07/22/2025	Voting Common Stock	6,498	17	D

Explanation of Responses:

1. 2,003 of the restricted stock units ("RSUs") will vest on February 10, 2024 and 2,002 of the RSUs will vest on February 10, 2025, subject to the reporting person's continuous service to Live Oak Bancshares, Inc. (the "Company") or a related entity on such date.

2. Each RSU represents a contingent right to receive one share of the Company's voting common stock.

3. 1,000 of the RSUs will vest on each of February 22, 2024, 2025 and 2026, subject to the reporting person's continuous service to the Company or a related entity on such date.

4. 948 of the RSUs will vest on each of February 14, 2024, 2025, 2026 and 2027, 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 13, 2024, subject to the reporting person's continuous service to the Company or a related entity on such date.

6. 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.

Remarks:

	/s/ Jonathan A. Greene, by Power of Attorney	05/16/2023
	** 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 5 (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.
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