Liveperson Inc. — Director's Dealing 2011

Apr 3, 2011

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

1. Name and Address of Reporting Person Campo Eli

2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [LPSN]

3. Date of Earliest Transaction (Month/Day/Year) 03/29/2011

4. If Amendment, Date Original Filed (Month/Day/Year)

5. Relationship of Reporting Person(s) to Issuer Chef__ 10% Owner X Officer (give title below) ___ Other (specify below) EVP, Israel Operations

6. Individual or Joint/Group Filing (Check Applicable Line) X 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)

Common Stock 03/29/2011 M 50,000 A $6.04 50,000 D

Common Stock 03/29/2011 S(1) 50,000 D $12.24 0 D

Common Stock 03/30/2011 M 25,000 A $6.04 25,000 D

Common Stock 03/30/2011 S(1) 25,000 D $12.48 0 D

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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)
4. Deemed Execution Date, if any (Month/Day/Year)
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)

Stock Option (Right to Buy) $6.04 03/29/2011

M 50,000 02/21/2017 Common Stock 50,000 0 100,000 D

Stock Option (Right to Buy) $6.04 03/30/2011

M 25,000 02/21/2017 Common Stock 25,000 0 75,000 D

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Reporting Owners

Reporting Owner Name / Address Director 10% Owner Officer Other

Campo Eli C/O LIVEPERSON, INC. 462 SEVENTH AVENUE 3RD FLOOR NEW YORK NY 10018

EVP, Israel Operations

Signatures

/s/ Monica L. Greenberg, Attorney-in-Fact 03/31/2011

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) This grant is comprised of a non-qualified stock option for 300,000 shares, all of which is currently vested and exercisable.

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.