X0306 4 2018-05-10 0 0001462120 Live Oak Bancshares, Inc. LOB 0001648958 Smits Steve 1741 TIBURON DRIVE WILMINGTON NC 28403 0 1 0 0 Chief Credit Officer Voting Common Stock 2018-05-10 4 S 0 2500 29.04 D 57630.978 D Voting Common Stock 2018-05-11 4 S 0 2500 29.16 D 55130.978 D Performance Restricted Stock Units 2023-11-30 Voting Common Stock 100000 100000 D Performance Restricted Stock Units 2024-01-31 Voting Common Stock 4218 4218 D Performance Restricted Stock Units 2025-03-21 Voting Common Stock 50000 50000 D Employee Stock Option (right to buy) 4.40 2024-03-26 Voting Common Stock 63500 63500 D Employee Stock Option (right to buy) 10.63 2025-02-20 Voting Common Stock 20000 20000 D Employee Stock Option (right to buy) 17.00 2025-07-22 Voting Common Stock 30000 30000 D This transaction was executed in multiple trades ranging from $29.00 to $29.10. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected. This transaction was executed in multiple trades ranging from $29.15 to $29.175. The price reported in Column 4 is a weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder full information regarding the number of shares and prices at which the transactions were effected. 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 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. 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 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. Each performance RSU represents a contingent right to receive one share of the Company's voting common stock. In order for the RSUs to vest, the Company's voting common stock must attain a closing price equal to or greater than $48.00 per share for at least twenty (20) consecutive trading days at any time prior to March 21, 2025. 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. 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. 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. /s/ Jonathan A. Greene, by Power of Attorney 2018-05-11