LIQUIDITY SERVICES INC — Director's Dealing 2021

Feb 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2021-02-05

Reporting Person: Shaffer Mark A (Chief Legal Officer & Corp Sec)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-05	Common Stock	M	38291	$6.11	Acquired	112250	Direct
2021-02-05	Common Stock	S	20000	$17.19	Disposed	92250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-05	Employee Stock Option	$6.11	M	31150	Disposed	2028-12-04	Common Stock (31150.0)	Direct
2021-02-05	Employee Stock Option	$6.11	M	649	Disposed	2028-12-04	Common Stock (17845.0)	Direct
2021-02-05	Employee Stock Option	$6.69	M	29200	Disposed	2029-12-03	Common Stock (29200.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Grant	$	2020-09-30	Common Stock (3806.0)	3806	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (2258.0)	2258	Direct
Employee Stock Option	$4.47	2027-10-01	Common Stock (2280.0)	2280	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (310.0)	310	Direct
Employee Stock Grant	$	2023-01-01	Common Stock (2525.0)	2525	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (23058.0)	23058	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (9187.0)	9187	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (42400.0)	42400	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (42400.0)	42400	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7650.0)	7650	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (7650.0)	7650	Direct

Footnotes

F1: The reporting person exercised 60,999 stock options on a share withhold basis. 22,708 shares were withheld to cover the cost of the options as well as related taxes resulting in a net amount of 38,291 shares acquired.

F2: The reporting person exercised a total of 60,999 options, 31,799 of which had an exercise price of $6.11 and 29,200 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: These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.

F5: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F6: 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.

F7: 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.

F8: Represents the exercise of stock options.

F9: 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

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: 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: 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, an additional 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.