LIQUIDITY SERVICES INC — Director's Dealing 2016

Apr 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2016-04-01

Reporting Person: Rallo James M (President RSCG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	J	7716	$5.13	Acquired	7716	Direct
2016-04-01	Common Stock	S	7716	$5.13	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Employee Stock Grant	$10.41	J	7716	Disposed	2024-10-01	Common Stock (46300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	15039	Indirect
Common Stock	8000	Indirect
Common Stock	685	Indirect
Common Stock	460	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$7.48	2018-10-01	Common Stock (2338)	2338	Direct
Employee Stock Option	$15.47	2020-10-01	Common Stock (6678)	6678	Direct
Employee Stock Grant	$15.47	2020-10-01	Common Stock (5527)	5527	Direct
Employee Stock Option	$31.11	2021-10-01	Common Stock (12358)	12358	Direct
Employee Stock Grant	$38.09	2022-10-01	Common Stock (1251)	1251	Direct
Employee Stock Option	$38.09	2022-10-01	Common Stock (3335)	3335	Direct
Employee Stock Grant	$29.47	2023-07-18	Common Stock (6108)	6108	Direct
Employee Stock Option	$29.47	2023-07-18	Common Stock (24871)	24871	Direct
Employee Stock Grant	$21.99	2023-10-01	Common Stock (2346)	2346	Direct
Employee Stock Grant	$21.99	2023-10-01	Common Stock (4691)	4691	Direct
Employee Stock Option	$21.99	2023-10-01	Common Stock (9938)	9938	Direct
Employee Stock Option	$21.99	2023-10-01	Common Stock (9938)	9938	Direct
Employee Stock Grant	$13.57	2024-05-14	Common Stock (22108)	22108	Direct
Employee Stock Grant	$10.41	2024-10-01	Common Stock (15434)	15434	Direct
Employee Stock Option	$10.41	2024-10-01	Common Stock (12675)	12675	Direct
Employee Stock Option	$10.41	2024-10-01	Common Stock (3169)	3169	Direct
Employee Stock Grant	$6.63	2025-10-01	Common Stock (25520)	25520	Direct
Employee Stock Grant	$6.63	2025-10-01	Common Stock (6380)	6380	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (13987)	13987	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (3497)	3497	Direct

Footnotes

F1: The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.

F2: Mr. Rallo disclaims beneficial ownership of these shares.

F3: These options became fully vested on October 1, 2013.

F4: These options became fully vested on October 1, 2014.

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

F6: These options became fully vested on October 1, 2015.

F7: 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.

F8: Twenty-five percent of this option grant vested on October 1, 2013 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F9: Twenty-five percent of this restricted stock grant vested on July 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on July 1 of each year for three years.

F10: Twenty-five percent of this option grant vested on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F11: 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.

F12: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F13: 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.

F14: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F15: 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.

F16: 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.

F17: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F18: 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.

F19: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F20: Twenty-five percent of this restricted stock grant will vest on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

F21: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F22: Twenty-five percent of this option grant will vest on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F23: This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F24: Represents the vesting of restricted stock.

F25: Represents reporting person's advance election to sell upon vesting such restricted shares