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: Dudley Gardner H (Former President, CAG)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-10-02	Common Stock	J	17868	$5.80	Acquired	45935	Direct
2017-10-02	Common Stock	F	3856	$5.80	Disposed	42079	Direct
2017-10-03	Common Stock	F	522	$5.80	Disposed	41557	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-02	Employee Stock Grant	$21.99	J	416	Disposed	2023-11-27	Common Stock (416.0)	Direct
2017-10-02	Employee Stock Grant	$12.57	J	6250	Disposed	2024-10-27	Common Stock (12500.0)	Direct
2017-10-02	Employee Stock Grant	$10.41	J	6073	Disposed	2024-10-01	Common Stock (18218.0)	Direct
2017-10-02	Employee Stock Grant	$6.63	J	5129	Disposed	2025-10-01	Common Stock (15386.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$13.35	2020-06-16	Common Stock (3188.0)	3188	Direct
Employee Stock Grant	$15.47	2020-11-30	Common Stock (2211.0)	2211	Direct
Employee Stock Grant	$21.99	2023-11-27	Common Stock (1661.0)	1661	Direct
Employee Stock Option	$21.99	2023-11-27	Common Stock (3519.0)	3519	Direct
Employee Stock Option	$21.99	2023-11-27	Common Stock (3519.0)	3519	Direct
Employee Stock Grant	$13.57	2024-05-14	Common Stock (5527.0)	5527	Direct
Employee Stock Option	$10.41	2024-10-01	Common Stock (7338.0)	7338	Direct
Employee Stock Grant	$5.11	2025-10-01	Common Stock (5129.0)	5129	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (11245.0)	11245	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (2811.0)	2811	Direct
Employee Stock Grant	$8.3	2026-10-01	Common Stock (8150.0)	8150	Direct
Employee Stock Grant	$8.3	2026-10-01	Common Stock (8150.0)	8150	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (4850.0)	4850	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (4850.0)	4850	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: These options became fully vested on June 1, 2014.

F4: These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F5: 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.

F6: These options became fully vested on October 1, 2017.

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: 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.

F12: 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.

F13: 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.

F14: 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.

F15: 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.