|
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 |
|
| ||||||||||||||||||||||||||||||||||||||
| ||||||||||||||||||||||||||||||||||||||
| 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) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Restricted Stock Units | (1) | 03/23/2016 | A | 435,000 | (1) | (1) | Voting Common Stock | 435,000 | $ 0 | 435,000 | D | ||||
| Performance Restricted Stock Units | (2) | 03/23/2016 | A | 600,000 | (2) | 03/23/2023 | Voting Common Stock | 600,000 | $ 0 | 600,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Underwood Neil Lawrence 1741 TIBURON DRIVE WILMINGTON, NC 28403 |
X | President | ||
| /s/ Jonathan A. Greene, by Power of Attorney | 03/25/2016 | |
| **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) | 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 vesting of the performance RSUs is subject to the Company achieving total revenue of at least $100 million for fiscal year 2016 which will be determined promptly after the end of the performance period and no later than April 30, 2017. In the event the Company does not meet this performance criterion, all of the RSUs will be forfeited. The vesting of the RSUs is subject to the approval by the Company's shareholders of certain amendments to the Company's 2015 Omnibus Stock Incentive Plan (the "Plan") at the annual meeting of the Company's shareholders scheduled for May 2016. In the event that such amendments are not approved by the shareholders, then the RSUs will be canceled. |
| (2) | The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for fiscal year 2016. 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 March 23, 2023. The vesting of the RSUs is subject to the approval by the Company's shareholders of certain amendments to the Plan at the annual meeting of the Company's shareholders scheduled for May 2016. In the event that such amendments are not approved by the shareholders, then the RSUs will be canceled. |