Liveperson Inc. — Director's Dealing 2011

May 1, 2011

FORM 4

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)

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

OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
GILL EMMANUEL
LIVEPERSON INC [LPSN]
(Check all applicable)
Director 10% Owner
Officer (give title below) X_Other (specify below)
---
(Last) (First) (Middle)
C/O LIVEPERSON, INC.
462 SEVENTH AVENUE 3RD FLOOR
04/26/2011
(Street)
NEW YORK NY 10018
(City) (State) (Zip)
1. Title of Security
(Instr. 3)
Date
(Month/Day/Year)
Execution Date, if any
(Month/Day/Year)
Code
(Instr. 8)
(A) or Disposed of
(D)
(Instr. 3, 4 and 5)
Securities Beneficially
Owned Following
Reported
Transaction(s)
(Instr. 3 and 4)
Form:
Direct (D)
or Indirect
(I)
(Instr. 4)
of Indirect
Beneficial
Ownership
(Instr. 4)
Code
Common Stock
Common Stock

---

Table II - 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
GILL EMMANUEL
C/O LIVEPERSON, INC.
462 SEVENTH AVENUE 3RD FLOOR
NEW YORK NY 10018				Former Director

Signatures

/s/ Monica L. Greenberg, Attorney-in-Fact	04/28/2011
Signature of Reporting Person	Date

Explanation of Responses:

---

□

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.