Liveperson Inc. — Director's Dealing 2011

Mar 22, 2011

SEC FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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 Dicso James Joseph (Last) (First) (Middle) C/O LIVEPERSON, INC. 462 SEVENTH AVENUE (Street) NEW YORK NY 10018 (City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year) 03/14/2011

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

5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former Officer

6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

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)

   Commonn Stock 03/14/2011 M 12,500 A $3.45 12,500 D

   Commonn Stock 03/14/2011 S 12,500 D $10.72 (1) 0 D

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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)

   Stock Option ($3.45) 03/14/2011 M 12,500 (2) 05/25/2011 Common Stock 12,500 $0 12,500 D

Explanation of Responses:

1. The range of prices for the shares of Common Stock sold on this day is from $10.66 to $10.77. Mr. Dicso 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. This grant is comprised of (a) a non-qualified stock option for 30,834 shares, of which all are vested and exercisable, and (b) an incentive stock option for 19,166 shares, of which 6,666 are vested and currently exercisable.

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

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