SEC FORM 3

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^*

Phifer Walter J

(Last)

(First)

(Middle)

1741 TIBURON DRIVE

(Street)

WILMINGTON

28403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2024

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 Financial 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	3,470	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Voting Common Stock	390	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Voting Common Stock	206	⁽²⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Voting Common Stock	706	⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Voting Common Stock	6,288	⁽²⁾	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/16/2026	Voting Common Stock	6,160	$13.59	D

Explanation of Responses:

1. The restricted stock unit ("RSU") vest in five pro rata installments beginning on February 10, 2021, 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. The RSUs vest in five pro rata installments beginning on February 22, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

4. The RSUs vest in five pro rata installments beginning on December 15, 2022, subject to the reporting person's continuous service to the Company or a related entity on such date.

5. The RSUs vest in five pro rata installments beginning on December 9, 2023, 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 February 16, 2017, as follows: 10% of the shares subject to the option vested on each of February 16, 2017, 2018, 2019, 2020, and 2021; and 25% of the shares subject to the option vested on each of February 16, 2022 and 2023.

Remarks:

	/s/ Jonathan A. Greene, By Power of Attorney	01/11/2024
	** 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 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.
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.