Live Oak Bancshares, Inc. — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Live Oak Bancshares, Inc. (LOB)
CIK: 0001462120
Period of Report: 2017-01-31

Reporting Person: Smits Steve (Chief Credit Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-31	Performance Restricted Stock Units	$	A	4218	Acquired	2024-01-31	Voting Common Stock (4218)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Voting Common Stock	60000	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Restricted Stock Units	$	2023-11-30	Voting Common Stock (100000)	100000	Direct
Employee Stock Option (right to buy)	$4.40	2024-03-26	Voting Common Stock (63500)	63500	Direct
Employee Stock Option (right to buy)	$10.63	2025-02-20	Voting Common Stock (20000)	20000	Direct
Employee Stock Option (right to buy)	$17.00	2025-07-22	Voting Common Stock (30000)	30000	Direct

Footnotes

F1: 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 under this award is subject to the Company achieving total revenue of at least $100 million for the period from January 1, 2017 through December 31, 2017. 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 $38.00 per share for at least twenty (20) consecutive trading days at any time prior to January 31, 2024.

F2: Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. The vesting of the performance RSUs under this award is subject to the Company achieving total revenue of at least $100 million for the period from October 1, 2016 through September 30, 2017. 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 November 30, 2023.

F3: The shares subject to this option vest and become exercisable yearly in seven installments beginning on March 26, 2015, as follows: 10% of the shares subject to the option vest on each of March 26, 2015, 2016, 2017, 2018, and 2019; and 25% of the shares subject to the option vest on each of March 26, 2020 and 2021.

F4: The shares subject to this option vest and become exercisable yearly in seven installments beginning on February 20, 2016, as follows: 10% of the shares subject to the option vest on each of February 20, 2016, 2017, 2018, 2019, and 2020; and 25% of the shares subject to the option vest on each of February 20, 2021 and 2022.

F5: 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 vest 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.