LIQUIDITY SERVICES INC — Director's Dealing 2021

Jan 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Celaya Jorge (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	M	2227	—	Acquired	67351	Direct
2021-01-01	Common Stock	M	720	—	Acquired	68071	Direct
2021-01-01	Common Stock	M	2767	—	Acquired	70838	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-01	Employee Stock Grant	$	M	4559	Disposed	2026-10-01	Common Stock (6644.0)	Direct
2021-01-01	Employee Stock Grant	$	M	1475	Disposed	2023-01-01	Common Stock (4425.0)	Direct
2021-01-01	Employee Stock Grant	$	M	5663	Disposed	2024-01-01	Common Stock (22650.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$6.63	2025-10-01	Common Stock (13891.0)	13891	Direct
Employee Stock Option	$6.63	2025-10-01	Common Stock (3473.0)	3473	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 (30420.0)	30420	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (1248.0)	1248	Direct
Employee Stock Option	$4.47	2027-10-01	Common Stock (20280.0)	20280	Direct
Employee Stock Grant	$	2021-10-01	Common Stock (520.0)	520	Direct
Employee Stock Grant	$	2023-10-01	Common Stock (5900.0)	5900	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (36500.0)	36500	Direct
Employee Stock Option	$6.11	2028-12-04	Common Stock (36500.0)	36500	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 (22650.0)	22650	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 2,227 shares from the vesting of 4,559 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 2,332 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 720 shares from the vesting of 1,475 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 755 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 2,767 shares from the vesting of 5,663 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 2,896 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: These options became fully exercisable on October 1, 2019.

F5: 75% of these options became exercisable on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

F6: Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

F7: Represents the vesting of restricted stock units.

F8: These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.

F9: These options became fully exercisable on October 1, 2020.

F10: These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

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: 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.