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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
02/14/2024
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 02/14/2024 M 711 A (1) 57,211 D
Voting Common Stock 02/14/2024 F 354 D $38.55 56,857 D
Voting Common Stock 02/15/2024 M 316 A (1) 57,173 D
Voting Common Stock 02/15/2024 F 158 D $39.21 57,015 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
Restricted Stock Units (1) 02/14/2024 M 711 (2) (2) Voting Common Stock 711 $0 2,845(3) D
Restricted Stock Units (1) 02/15/2024 M 316 (4) (4) Voting Common Stock 316 $0 948 D
Restricted Stock Units (1) (5) (5) Voting Common Stock 461 461 D
Restricted Stock Units (1) (6) (6) Voting Common Stock 533 533 D
Restricted Stock Units (1) (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
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 pro rata 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.
3. In the Form 4 filed by the reporting person on February 14, 2023 (the "2023 Form 4"), the aggregate holdings reported in Columns 7 and 10 were inadvertently misstated. The 3,356 shares of RSUs listed in the 2023 Form 4 and subsequent filings should have been reported as 3,556. The aggregate number of RSUs held after the current transaction are correctly listed in this current Form 4.
4. 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.
5. 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.
6. 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.
7. The RSUs vest in five pro rata annual 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 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; 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 02/16/2024
** 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 Number.
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