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: Weiskircher Steven (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-18	Common Stock	M	41174	—	Acquired	63349	Direct
2021-01-18	Common Stock	M	7521	—	Acquired	70870	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-18	Employee Stock Grant	$	M	13700	Disposed	2024-01-01	Common Stock (13700.0)	Direct
2021-01-18	Employee Stock Grant	$	M	75000	Disposed	2023-09-30	Common Stock (75000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$9.46	2030-12-01	Common Stock (48250.0)	48250	Direct
Employee Stock Option	$9.46	2030-12-01	Common Stock (48250.0)	48250	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (8700.0)	8700	Direct
Employee Stock Grant	$	2025-01-01	Common Stock (8700.0)	8700	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (32750.0)	32750	Direct
Employee Stock Option	$6.69	2029-12-03	Common Stock (32750.0)	32750	Direct
Employee Stock Grant	$	2024-01-01	Common Stock (10275.0)	0	Direct
Employee Stock Grant	$	2023-09-01	Common Stock (56250.0)	56250	Direct

Footnotes

F1: Represents the net issuance of 41,174 shares from the vesting of 75,000 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 33,826 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 7,521 shares from the vesting of 13,700 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 6,179 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: This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F4: 12/48th of this option grant will vest on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

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

F6: These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

F7: 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.

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

F10: Represents the vesting of restricted stock units.

F11: 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.

F12: 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.

F13: Twenty-five percent of this restricted stock grant vested on September 1, 2020 and thereafter, an additional 1/4 vests on September 1 of each year for three years.