LIQUIDITY SERVICES INC — Director's Dealing 2017

Oct 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2017-10-02

Reporting Person: Celaya Jorge (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-02	Common Stock	J	53382	$5.80	Acquired	78039	Direct
2017-10-02	Common Stock	F	17034	$5.80	Disposed	61005	Direct
2017-10-03	Common Stock	F	2306	$5.80	Disposed	58699	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-02	Employee Stock Grant	$9.7	J	43724	Disposed	2025-10-01	Common Stock (131173.0)	Direct
2017-10-02	Employee Stock Grant	$6.63	J	6336	Disposed	2025-10-01	Common Stock (19006.0)	Direct
2017-10-02	Employee Stock Grant	$8.15	J	3322	Disposed	2025-10-01	Common Stock (9966.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Grant	$5.8	2025-10-01	Common Stock (6335.0)	6335	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (13891.0)	13891	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (3473.0)	3473	Direct
Employee Stock Grant	$5.8	2025-10-01	Common Stock (9700.0)	9700	Direct
Employee Stock Grant	$8.3	2026-10-01	Common Stock (9700.0)	9700	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (5750.0)	5750	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (5750.0)	5750	Direct

Footnotes

F1: Represents the vesting of restricted stock.

F2: Represents an advance election by the insider to satisfy tax withholding obligations related to vesting of restricted shares by authorizing the issuer to sell a number of shares with an aggregate fair market value that would satisfy the withholding amount due.

F3: Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire.

F4: 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.

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, 2016 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: Twenty-five percent of this restricted stock grant will vest on April 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019, and October 1, 2020.

F9: 18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.