Liveperson Inc. — Director's Dealing 2012

Jun 9, 2012

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5 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) ☑ Director 10% Owner ☐ Officer (give title below) Other (specify below) | | 2. Issuer Name and Ticker or Trading Symbol LIVERPERSON INC [ LPSN ] | | | | | 1. Name and Address of Reporting Person Block Peter | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person | 3. Date of Earliest Transaction (MM/DD/YYYY) 6/7/2012 | | | | | (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 | | | | | Amount or Number of Shares | Title | Expiration Date | Date Exercisable | (D) | (A) | V | Code | 1. Title of Derivate Security (Instr. 3) | | | D | 15000 | $0 | 15000 | Common Stock | 6/6/2022 | (1) | 15000 | | A | 6/7/2012 |

Explanation of Responses:

This option will become fully exercisable on June 7, 2013.

Reporting Owners

Relationships				Reporting Owner Name / Address
Other	Officer	10% Owner	Director	Block Peter
C/O LIVERPERSON, INC.
475 TENTH AVENUE 5TH FLOOR
NEW YORK, NY 10018
			X

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Signatures

6/8/2012

/s/ Monica L. Greenberg, Attorney in Fact

Date

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.

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