Liveperson Inc. — Director's Dealing 2012

Sep 7, 2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 4

[ ] Check this box if no longer

subject to Section 16. Form 4

or Form 5 obligations may

continue. See Instruction

1(b).

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(f) of the Investment Company Act of 1940

| 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) ☐ X Director ☐ X 10% Owner ☐ X Officer (give title below) ☐ Other (specify below) Chief Executive Officer | | 2. Issuer Name and Ticker or Trading Symbol LIVERPERSON INC [ LPSN ] | | | | | 1. Name and Address of Reporting Person * LOCASCIO ROBERT P | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 6. Individual or Joint/Group Filing (Check Applicable Line) ☐ X Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person | 3. Date of Earliest Transaction (MM/DD/YYYY) 9/4/2012 | | | | | (Last) (First) (Middle) C/O LIVERPERSON, INC., 475 TENTH AVENUE, 5TH FLOOR | | | | | | | | | 4. If Amendment, Date Original Filed (MM/DD/YYYY) | | | | | (Street) NEW YORK, NY 10018 (City) (State) (Zip) | | | | | | Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | | | | | | | | | | | | | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | | 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | | 3. Trans. Code (Instr. 8) | 2A. Deemed Execution Date, if any | 2. Trans. Date | 1. Title of Security (Instr. 3) | | | | | | | Price | (A) or (D) | Amount | V | Code | | | | | | Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | | | | | | | | | | | | | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 8. Price of Derivative Security (Instr. 5) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 6. Date Exercisable and Expiration Date | | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 4. Trans. Code (Instr. 8) | 3A. Deemed Execution Date, if any | 3. Trans. Date | 2. Conversion or Exercise Price of Derivative Security | | | D | 100000 | $0 | Amount or Number of Shares | Title | Expiration Date | Date Exercisable | (D) | (A) | V | Code | | | | | | 100000 | Common Stock | 9/4/2022 | (1) | | 100000 | | A |

Explanation of Responses:

The Option will vest and become exercisable in four equal annual installments on each of September 4, 2013, September 4, 2014, (1) September 4, 2015 and September 4, 2016.

Reporting Owners

Relationships				Reporting Owner Name / Address
Other	Officer	10% Owner	Director	LOCASCIO ROBERT P
C/O LIVERPERSON, INC.,
	Chief Executive Officer	X	X

---

475 TENTH AVENUE, 5TH FLOOR NEW YORK, NY 10018

Signatures

9/6/2012

Date

/s/ Monica L. Greenberg, Attorney-in-Fact

** Signature of Reporting Person

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).

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

Persons who 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.