LIQUIDITY SERVICES INC — Director's Dealing 2021

Jan 20, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LIQUIDITY SERVICES INC (LQDT)
CIK: 0001235468
Period of Report: 2021-01-18

Reporting Person: Celaya Jorge (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-18	Common Stock	M	648	—	Acquired	114580	Direct
2021-01-18	Common Stock	M	3065	—	Acquired	117645	Direct
2021-01-18	Common Stock	M	11766	—	Acquired	129411	Direct
2021-01-19	Common Stock	M	36500	$6.11	Acquired	165911	Direct
2021-01-19	Common Stock	M	12168	$4.47	Acquired	178079	Direct
2021-01-19	Common Stock	F	13500	$20.55	Disposed	164579	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-19	Employee Stock Option	$4.47	M	12168	Disposed	2027-10-01	Common Stock (12168.0)	Direct
2021-01-18	Employee Stock Grant	$	M	1248	Disposed	2021-10-01	Common Stock (1248.0)	Direct
2021-01-18	Employee Stock Grant	$	M	5900	Disposed	2023-10-01	Common Stock (5900.0)	Direct
2021-01-19	Employee Stock Option	$6.11	M	36500	Disposed	2028-12-04	Common Stock (36500.0)	Direct
2021-01-18	Employee Stock Grant	$	M	22650	Disposed	2024-01-01	Common Stock (22650.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Grant	$	2026-10-01	Common Stock (2085.0)	2085	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (5750.0)	5750	Direct
Employee Stock Option	$8.3	2026-10-01	Common Stock (5750.0)	5750	Direct
Employee Stock Option	$4.47	2027-10-01	Common Stock (3802.0)	3802	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 Option	$6.11	2028-12-04	Common Stock (24710.0)	24710	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (54000.0)	54000	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (54000.0)	54000	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: Represents the net issuance of 648 shares from the vesting of 1,248 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 600 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: Represents the net issuance of 3,065 shares from the vesting of 5,900 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 2,835 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.

F3: Represents the net issuance of 11,766 shares from the vesting of 22,650 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 10,884 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.

F4: The reporting person surrendered 13,500 shares with a market value of $277,425.00 to the Issuer to pay the purchase price of 36,500 shares at $6.11 per share and 12,168 shares at $4.47 per share.

F5: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F6: These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.

F7: These options became fully exercisable on October 1, 2020.

F8: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

F9: Represents the exercise of stock options.

F10: 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.

F11: Represents the vesting of restricted stock units.

F12: 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.

F13: 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.

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: 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.

F16: 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

F17: 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.

F18: 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.

F19: 12/48th of this option grant will vest on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

F20: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F21: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F22: 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.