LIQUIDITY SERVICES INC — Director's Dealing 2019

May 3, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2019-04-23

Reporting Person: Rozdilsky Nicholas (Vice President, Marketing)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Grant	$	2028-07-11	Common Stock (50000.0)		Direct
Employee Stock Option	$6.95	2028-07-11	Common Stock (25000.0)		Direct
Employee Stock Grant	$	2028-12-04	Common Stock (4200.0)		Direct
Employee Stock Grant	$	2028-12-04	Common Stock (4200.0)		Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)		Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)		Direct

Footnotes

F1: Twenty-five percent of this restricted stock grant will vest on August 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on August 1 each year for three years.

F2: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F3: Twenty-five percent of this option grant will vest on August 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F4: Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022.

F5: These restricted stock units vest, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.

F6: This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.

F7: 15/48th of this option grant will vest on January 1, 2020 and thereafter 1/48th of the option grant will vest each month for thirty three months.