LIQUIDITY SERVICES INC — Director's Dealing 2021

Feb 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2021-02-17

Reporting Person: Celaya Jorge (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-17	Common Stock	M	49699	$6.69	Acquired	214278	Direct
2021-02-17	Common Stock	S	82743	$18.95	Disposed	131535	Direct
2021-02-18	Common Stock	S	7403	$19.40	Disposed	124132	Direct
2021-02-19	Common Stock	S	2345	$19.19	Disposed	121787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-17	Employee Stock Option	$8.3	M	5750	Disposed	2027-03-03	Common Stock (5750.0)	Direct
2021-02-17	Employee Stock Option	$8.3	M	3277	Disposed	2027-03-03	Common Stock (5750.0)	Direct
2021-02-17	Employee Stock Option	$4.47	M	422	Disposed	2017-12-11	Common Stock (3802.0)	Direct
2021-02-17	Employee Stock Option	$6.11	M	7220	Disposed	2028-12-04	Common Stock (24710.0)	Direct
2021-02-17	Employee Stock Option	$6.69	M	54000	Disposed	2029-12-03	Common Stock (54000.0)	Direct
2021-02-17	Employee Stock Option	$6.69	M	14625	Disposed	2029-12-03	Common Stock (54000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Grant	$	2026-10-01	Common Stock (2085.0)	2085	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (520.0)	520	Direct
Employee Stock Grant	$	2023-01-01	Common Stock (2950.0)	2950	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (16987.0)	16987	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (55050.0)	55050	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (55050.0)	55050	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (9950.0)	9950	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (9950.0)	9950	Direct

Footnotes

F1: The reporting person exercised 85,294 stock options on a share withhold basis. 35,595 shares were withheld to cover the cost of the options as well as related taxes resulting in a net amount of 49,699 shares acquired.

F2: The reporting person exercised a total of 85,294 stock options, 68,625 of which had an exercise price of $6.69, 7,220 of which had an exercise price of $6.11, 9,027 of which had an exercise price of $8.30 and 422 of which had a purchase price of $4.47.

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

F4: These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.

F5: Represents the exercise of stock options.

F6: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F7: 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.

F8: 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.

F9: 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.

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

F11: 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.

F12: 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.

F13: Twenty-five percent of this restricted stock unit 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.

F14: 12/48th of this option grant will vest on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

F15: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F16: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F17: 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.