Liveperson Inc. — Director's Dealing 2011

May 11, 2011

FORM

4

UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL

OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities

Exchange Act of 1934, Section 17(a) of the Public Utility

Holding Company Act of 1935 or Section 30(h) of the

Investment Company Act of 1940

☑ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

(Print or Type Responses)

| 1. Name and Address of Reporting Person | | | 2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [LPSN] | | | | | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ☐ Director ☐ 10% Owner ☐ Officer (give title X Other (specify below) below) | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | (Last) (First) (Middle) C/O LIVEPERSON, INC. 462 SEVENTH AVENUE 3RD FLOOR | 3. Date of Earliest Transaction (Month/Day/Year) 04/21/2011 | | | | | | | | | | | | | | | | | Former Director | | | | | | (Street) NEW YORK NY 10018 | | | 4. If Amendment, Date Original Filed (Month/Day/Year) | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form Filed by One Reporting Person ☐ Form Filed by More than One Reporting Person | | | | (City) (State) (Zip) | | | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | | | | | | | | | 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | | | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | | | | | Code | V | Amount | (A) or (D) | Price | | | | | Common Stock | 04/21/2011 | | S | | 10,000 | D | $13.21 | 194,949 | I | Gilbridge Ltd | | Common Stock | 04/21/2011 | | S | | 10,000 | D | $13.3 | 184,949 | I | Gilbridge Ltd |

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

Common Stock	05/05/2011		S		5,600	D	$11.03 (1)	179,349	I	Gilbridge Ltd
Common Stock	05/06/2011		S		19,400	D	$11.07 (2)	159,949	I	Gilbridge Ltd
Common Stock	05/06/2011		S		50,000	D	$11.12	728,454	D

Table III - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
C/O LIVEPERSON, INC.
462 SEVENTH AVENUE 3RD FLOOR
NEW YORK NY 10018				Former Director

Signatures

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/s/ Monica L. Greenberg, Attorney-in-Fact 05/09/2011 Signature of Reporting Person Date

Explanation of Responses:

(1) The range of prices for the shares of Common Stock sold on this day is from $11.03 to $11.0301. Mr. Gill undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

(2) The range of prices for the shares of Common Stock sold on this day is from $11.06 to $11.0903. Mr. Gill undertakes that he will provide, upon request by the staff of the U.S. Securities and Exchange Commission, full information regarding the number of securities sold at each separate price.

☐

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

• If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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