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: Angrick William P III (Director, Chairman of the Board and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-10-01	Common Stock	M	14607	—	Acquired	5348914	Indirect
2020-10-01	Common Stock	M	1591	—	Acquired	5350505	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-10-01	Employee Stock Grant	$	J	2050	Disposed	2021-10-01	Common Stock (4100.0)	Direct
2020-10-01	Employee Stock Grant	$	J	18812	Disposed	2020-10-01	Common Stock (18812.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	873379	Indirect
Common Stock	575513	Indirect
Common Stock	114699	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$7.36	2024-12-03	Common Stock (139900.0)	139900	Direct
Employee Stock Option	$7.36	2024-12-03	Common Stock (139900.0)	139900	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (54700.0)	54700	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (54700.0)	54700	Direct
Employee Stock Option	$6.72	2028-10-01	Common Stock (124200.0)	124200	Direct
Employee Stock Grant	$	2028-10-01	Common Stock (17300.0)	17300	Direct
Employee Stock Option	$6.72	2022-10-01	Common Stock (124200.0)	124200	Direct
Employee Stock Grant	$	2023-01-01	Common Stock (12975.0)	12975	Direct
Employee Stock Option	$4.92	2027-10-01	Common Stock (130620.0)	130620	Direct
Employee Stock Option	$4.92	2027-10-01	Common Stock (87080.0)	87080	Direct
Employee Stock Grant	$	2021-12-11	Common Stock (4920.0)	4920	Direct
Employee Stock Grant	$	2026-10-01	Common Stock (67725.0)	67725	Direct
Employee Stock Option	$9.13	2026-10-01	Common Stock (48000.0)	48000	Direct
Employee Stock Option	$9.13	2026-10-01	Common Stock (48000.0)	48000	Direct
Employee Stock Option	$7.29	2025-10-01	Common Stock (83178.0)	83178	Direct
Employee Stock Option	$7.29	2025-10-01	Common Stock (20794.0)	20794	Direct
Employee Stock Option	$11.45	2024-10-01	Common Stock (29980.0)	29980	Direct
Employee Stock Option	$24.19	2023-10-01	Common Stock (48122.0)	48122	Direct
Employee Stock Option	$46.72	2022-10-01	Common Stock (14695.0)	14695	Direct
Employee Stock Option	$37.72	2021-10-01	Common Stock (32139.0)	32139	Direct

Footnotes

F1: Represents the net issuance of 14,607 shares from the besting 18,812 restricted stock units from which the federal and state withhold due at the besting of such restricted stock units was satisfied by the issuer withholding 4,205 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 personal resulting from the besting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by reporting person.

F2: These shares are held in a trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

F3: Represents the net issuance of 1,591 shares from the besting 2,050 restricted stock units from which the federal and state withhold due at the besting of such restricted stock units was satisfied by the issuer withholding 459 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 personal resulting from the besting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by reporting person.

F4: These shares are held in a trust for the benefit of the reporting person's spouse, who is also trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.

F5: 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.

F6: 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.

F7: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F8: 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.

F9: 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.

F10: 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th will vest each month for thirty-three months.

F11: 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, 2021, January 1, 2022, and January 1, 2023.

F12: 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty three months.

F13: Represents the vesting of restricted stock units.

F14: 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.

F15: These restricted stock units fully vested on October 1, 2020.

F16: These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.

F17: These options became fully exercisable on October 1, 2020.

F18: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F19: These options became fully exercisable on October 1, 2019.

F20: 75% of these options were certified as exercisable on December 6, 2018. The remaining options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F21: These options became fully exercisable on October 1, 2018.

F22: These options became fully exercisable on October 1, 2017.

F23: These options became fully exercisable on October 1, 2016.

F24: These options became fully exercisable on October 1, 2015.