Liveperson Inc. — Director's Dealing 2012

May 31, 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) ☐ Director ☐ 10% Owner ☑ Officer (give title below) ☐ Other (specify below) SVP, Corporate Controller | 2. Issuer Name and Ticker or Trading Symbol LIVERPERSON INC [ LPSN ] | | | | | | | 1. Name and Address of Reporting Person * Kovach Michael I. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 3. Date of Earliest Transaction (MM/DD/YYYY) 5/25/2012 | (Last) (First) (Middle) C/O LIVERPERSON, INC., 475 TENTH AVENUE 5TH FLOOR | | | | | | | | | | | | | 6. Individual or Joint/Group Filing (Check Applicable Line) ☑ Form filed by One Reporting Person ☐ Form filed by More than One Reporting Person | (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) | | | | By Spouse | Price | (A) or (D) | Amount | V | Code | 5/25/2012 | Common Stock | | | | | | | | | | | | | | | | | | | | | | | | | | | By Spouse | | I | | 0 (2) | $17.00 | D | 1500 | | S | 5/25/2012 | Common Stock | | | | | | | | D | | 1800 (2) | | | | | | | | Common Stock | | | | | 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 | 1. Title of Derivate Security (Instr. 3) | | | | By Spouse | Amount or Number of Shares | Title | Expiration Date | Date Exercisable | (D) | (A) | V | Code | 5/25/2012 | $0.72 | Stock Option (Right to Buy) | | | | | | | | | | | | | | | | | | | | | |

Explanation of Responses:

Held in a joint account with the Reporting Person's spouse. All prior forms showing indirect ownership of 1,800 shares of common stock by the Reporting Person's spouse are hereby amended and restated.

All shares are currently vested and exercisable.

Reporting Owners

Relationships				Reporting Owner Name / Address
Other	Officer	10% Owner	Director
	SVP, Corporate Controller			Kovach Michael I.

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C/O LIVEPERSON, INC. 475 TENTH AVENUE 5TH FLOOR NEW YORK, NY 10018

Signatures

5/30/2012

/s/ Michael I. Kovach

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.

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.