LIQUIDITY SERVICES INC — Director's Dealing 2020

Oct 2, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2020-10-01

Reporting Person: Shaffer Mark A (VP, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Common Stock	M	1424	—	Acquired	21408	Direct
2020-10-01	Common Stock	M	199	—	Acquired	21607	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Employee Stock Grant	$	J	2212	Disposed	2020-10-01	Common Stock (2212.0)	Direct
2020-10-01	Employee Stock Grant	$	J	310	Disposed	2021-10-01	Common Stock (620.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$8.3	2026-10-01	Common Stock (5250.0)	5250	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (5250.0)	5250	Direct
Employee Stock Option	$4.47	2027-10-01	Common Stock (18240.0)	18240	Direct
Employee Stock Option	$4.47	2027-10-01	Common Stock (12160.0)	12160	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (744.0)	744	Direct
Employee Stock Option	$6.11	2028-10-01	Common Stock (31150.0)	31150	Direct
Employee Stock Grant	$	2028-10-01	Common Stock (5050.0)	5050	Direct
Employee Stock Option	$6.11	2028-10-01	Common Stock (31150.0)	31150	Direct
Employee Stock Grant	$	2022-10-01	Common Stock (3787.0)	3787	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (29200.0)	29200	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (29200.0)	29200	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (12250.0)	12250	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (12250.0)	12250	Direct

Footnotes

F1: Represents the net issuance of 1,424 shares from the vesting of 2,212 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 788 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

F2: Represents the net issuance of 199 shares from the vesting of 310 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 111 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

F3: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F4: Represents the vesting of restricted stock units.

F5: These restricted stock units fully vested on October 1, 2020.

F6: These options became fully exercisable on October 1, 2020.

F7: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F8: These options become 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

F9: 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.

F10: 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.

F11: Twenty-five percent of this restricted stock unit grant vested on January 1, 2019 and thereafter, an additional 1/4th vests on each of October 1, 2019, October 1, 2020, and October 1, 2021.

F12: 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

F13: Twenty-five percent of this restricted stock unit grant vested on January 1, 2020 and thereafter, an additional 1/4th vests on each of January 1, 2020, January 1, 2021, and January 1, 2022.

F14: 12/48th of this option grant will vest on January 1, 2021 and thereafter, an additional 1/48th will vest each month for thirty-six months.

F15: Twenty-five percent of this restricted stock unit grant will vest on January 1, 2021 and thereafter, an additional 1/4th will vest on each of January 1, 2022, January 1, 2023 and January 1, 2024.