LIQUIDITY SERVICES INC — Director's Dealing 2021

May 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2021-05-07

Reporting Person: Rozdilsky Nicholas (Chief Marketing Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-07	Common Stock	S	6176	$24.43	Disposed	18750	Direct
2021-05-10	Common Stock	M	4343	$6.69	Acquired	23093	Direct
2021-05-10	Common Stock	S	3900	$24.81	Disposed	19193	Direct
2021-05-11	Common Stock	S	443	$24.06	Disposed	18750	Direct
2021-05-11	Common Stock	S	18354	$26.75	Disposed	396	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-10	Employee Stock Option	$6.11	M	3153	Disposed	2028-12-04	Common Stock (16103.0)	Direct
2021-05-10	Employee Stock Option	$6.69	M	7192	Disposed	2029-12-03	Common Stock (29200.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Grant	$	2022-08-01	Common Stock (18750.0)	18750	Direct
Employee Stock Option	$6.95	2028-08-01	Common Stock (25000.0)	25000	Direct
Employee Stock Grant	$	2023-01-01	Common Stock (2100.0)	2100	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (25900.0)	25900	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (9187.0)	9187	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (29200.0)	29200	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (38800.0)	38800	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (38800.0)	38800	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7000.0)	7000	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7000.0)	7000	Direct

Footnotes

F1: The reporting person exercised 10,345 stock options on a share withhold basis. 6,002 shares were withheld to cover the cost of the options as well as related taxes resulting in a net amount of 4,343 shares acquired.

F2: The reporting person exercised a total 10,345 options, 3,153 of which had an exercise price of $6.11 and 7,192 of which had an exercise price of $6.69.

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

F4: Twenty-five percent of this restricted stock grant vested on August 1, 2019 and thereafter, an additional 1/4th will vest on each of 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, an additional 1/48th will vest each month for thirty-six months.

F6: 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.

F7: Represents the exercise of stock options.

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 vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

F10: Twenty-five percent of this restricted stock grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024.

F11: 12/48th of this option grant vested on January 1, 2021 and, thereafter, an additional 1/48th vests each month for thirty-six months.

F12: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F13: 12/48th of this option grant will vest on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months.

F14: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F15: Twenty-five percent of this restricted stock unit grant will vest on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025.