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: Daunt John (Chief Commercial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-18	Common Stock	M	2653	—	Acquired	65141	Direct
2021-01-18	Common Stock	M	1839	—	Acquired	66980	Direct
2021-01-18	Common Stock	M	8234	—	Acquired	75214	Direct
2021-01-18	Common Stock	M	8948	—	Acquired	84162	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-18	Employee Stock Grant	$	M	4834	Disposed	2028-10-01	Common Stock (4834.0)	Direct
2021-01-18	Employee Stock Grant	$	M	3350	Disposed	2028-12-04	Common Stock (3350.0)	Direct
2021-01-18	Employee Stock Grant	$	M	16300	Disposed	2024-01-01	Common Stock (16300.0)	Direct
2021-01-18	Employee Stock Grant	$	M	15000	Disposed	2023-04-30	Common Stock (15000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$8.17	2025-10-27	Common Stock (2500.0)	2500	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (3756.0)	3756	Direct
Employee Stock Option	$6.63	2026-03-24	Common Stock (1252.0)	1252	Direct
Employee Stock Option	$10.3	2026-12-20	Common Stock (2300.0)	2300	Direct
Employee Stock Option	$10.3	2026-12-20	Common Stock (2300.0)	2300	Direct
Employee Stock Grant	$	2027-10-01	Common Stock (1656.0)	1656	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (2014.0)	2014	Direct
Employee Stock Grant	$	2023-01-01	Common Stock (1675.0)	1675	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (20000.0)	20000	Direct
Employee Stock Option	$6.11	2022-10-01	Common Stock (20000.0)	20000	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (12225.0)	12225	Direct
Employee Stock Option	$6.58	2029-04-30	Common Stock (20000.0)	20000	Direct
Employee Stock Option	$6.58	2029-05-01	Common Stock (20000.0)	20000	Direct
Employee Stock Grant	$	2023-05-01	Common Stock (15000.0)	11250	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (38950.0)	38950	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (38950.0)	38950	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (30000.0)	30000	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (61200.0)	61200	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (61200.0)	61200	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (11050.0)	11050	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (11050.0)	11050	Direct

Footnotes

F1: Represents the net issuance of 2,653 shares from the vesting of 4,834 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 2,181 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 1,839 shares from the vesting of 3,350 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 1,511 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 8,234 shares from the vesting of 15,000 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 6,766 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: Represents the net issuance of 8,948 shares from the vesting of 16,300 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 7,352 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.

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

F6: These options became fully exercisable on October 1, 2019.

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

F8: 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.

F9: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F10: 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.

F11: Represents the vesting of restricted stock units.

F12: Twenty-five percent of this restricted stock unit grant vested on April 1, 2019 and thereafter, an additional 1/4th vests on each of July 1, 2019, October 1, 2020, and October 1, 2021.

F13: 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.

F14: 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

F15: 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.

F16: Twenty-five percent of this restricted stock unit grant vested on May 1, 2020 and thereafter, an additional 1/4th vests on each of May 1, 2021, May 1, 2022 and May 1, 2023.

F17: 12/48th of this option grant vested on May 1, 2020 and thereafter, an additional 1/4th will vest on each of May 1, 2021, May 1, 2022 and May 1, 2023.

F18: 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.

F19: These restricted stock units vest, if at all, based on certain commercial contribution margin milestones of the issuer.

F20: 12/48th of this option grant will vest on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

F21: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F22: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F23: 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.