Liveperson Inc. — Director's Dealing 2011

Apr 14, 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).

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

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(Print or Type Responses)

| 1. Name and Address of Reporting Person BIXBY TIMOTHY E | 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 below) Other (specify below) | | --- | --- | --- | | (Last) (First) (Middle) C/O LIVEPERSON, INC. 462 SEVENTH AVENUE 3RD FLOOR | 3. Date of Earliest Transaction (Month/Day/Year) 04/11/2011 | | (Street) NEW YORK NY 10018 | 4. If Amendment, Date Original Filed(Month/Day/Year) | President and CFO | | (City) (State) (Zip) | 6. Individual or Joint/Group Filing(Check Applicable Line) ☑ Form Filed by One Reporting Person ☐ Form Filed by More than One Reporting Person | | 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 | 6. Ownership Form: Direct (D) or Indirect (I) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | | Code | V | Amount | (A) | Price |

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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
BIXBY TIMOTHY E C/O LIVEPERSON, INC.	X		President and CFO

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462 SEVENTH AVENUE 3RD FLOOR NEW YORK NY 10018

Signatures

/s/ Monica L. Greenberg, Attorney-in-Fact	04/13/2011
Signature of Reporting Person	Date

Explanation of Responses:

(1) Sale effected under sales plan pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. (2) The range of prices for the shares of Common Stock sold on this day is from $12.91 to $13.21. Mr. Bixby 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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