LIQUIDITY SERVICES INC — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2020-08-03

Reporting Person: Rozdilsky Nicholas (Vice President, Marketing)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-08-03	Common Stock	M	8506	—	Acquired	18667	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-03	Restricted Stock Grant	$	M	3994	Disposed	2028-07-11	Common Stock (3994.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$6.95	2028-07-11	Common Stock (25000.0)	25000	Direct
Employee Stock Grant	$	2022-10-01	Common Stock (3150.0)	3150	Direct
Employee Stock Grant	$	2028-12-04	Common Stock (4200.0)	4200	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)	25900	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)	25900	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
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

Footnotes

F1: Represents the net issuance of 8,506 shares from the vesting of 12,500 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 3,994 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: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F3: Represents the vesting of restricted stock.

F4: Twenty-five percent of this restricted stock grant vested on August 1, 2019 and thereafter 1/4th of this restricted stock grant will vest on August 1, 2020, August 1, 2021, and August 1, 2022.

F5: Twenty-five percent of this option grant vested on August 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

F6: 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.

F7: 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.

F8: 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.

F9: 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.

F10: Twenty-five percent of this restricted stock grant will vest on January 1, 2021 and thereafter 1/4th of the restricted stock grant will vest on each of January 1, 2022, January 1, 2023 and January 1, 2024.

F11: 12/48th of this option grant will vest on January 1, 2021 and, thereafter, 1/48th of the option grant will vest each month for thirty-six months.