LIQUIDITY SERVICES INC — Director's Dealing 2016

Oct 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2016-10-03

Reporting Person: Dudley Gardner H (Pres, Capital Assets Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-03	Common Stock	J	18492	$10.65	Acquired	29024	Direct
2016-10-03	Common Stock	S	1882	$10.65	Disposed	27142	Direct
2016-10-04	Common Stock	S	838	$10.52	Disposed	26304	Direct
2016-10-05	Common Stock	S	2006	$10.51	Disposed	24298	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-03	Employee Stock Grant	$38.09	J	625	Disposed	2022-11-16	Common Stock (625)	Direct
2016-10-03	Employee Stock Grant	$21.99	J	415	Disposed	2023-11-27	Common Stock (831)	Direct
2016-10-03	Employee Stock Grant	$12.57	J	6250	Disposed	2024-10-27	Common Stock (18750)	Direct
2016-10-03	Employee Stock Grant	$10.41	J	6073	Disposed	2024-10-01	Common Stock (30364)	Direct
2016-10-03	Employee Stock Grant	$6.63	J	5129	Disposed	2025-10-01	Common Stock (20515)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$13.35	2020-06-16	Common Stock (3188)	3188	Direct
Employee Stock Grant	$15.47	2020-11-30	Common Stock (2211)	2211	Direct
Employee Stock Grant	$21.99	2023-11-27	Common Stock (1661)	1661	Direct
Employee Stock Option	$21.99	2023-11-27	Common Stock (3519)	3519	Direct
Employee Stock Option	$21.99	2023-11-27	Common Stock (3519)	3519	Direct
Employee Stock Grant	$13.57	2024-05-14	Common Stock (11054)	11054	Direct
Employee Stock Grant	$10.41	2024-10-01	Common Stock (12146)	12146	Direct
Employee Stock Option	$10.41	2024-10-01	Common Stock (7338)	7338	Direct
Employee Stock Option	$10.41	2024-10-01	Common Stock (1834)	1834	Direct
Employee Stock Grant	$5.11	2025-10-01	Common Stock (5129)	5129	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (11245)	11245	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (2811)	2811	Direct

Footnotes

F1: These options became fully vested on June 1, 2014.

F2: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F3: Twenty-five percent of this restricted stock grant vested on October 1, 2013 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

F4: Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

F5: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F6: Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F7: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F8: Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.

F9: Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

F10: Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years.

F11: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F12: Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F13: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F14: Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

F15: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F16: Twenty-five percent of this option grant vested on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F17: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F18: Represents the vesting of restricted stock

F19: Represents reporting person's advance election to sell to cover tax obligations upon vesting such restricted shares