Liveperson Inc. — Director's Dealing 2012

Feb 19, 2012

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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

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 Zeidman Yaron | 2. Issuer Name and Ticker or Trading Symbol LIVERPERSON INC [ LPSN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Former CTO | | --- | --- | --- | | (Last) | (First) | (Middle) | | C/O LIVERPERSON, INC. 462 SEVENTH AVENUE, 3RD FLOOR | 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2012 | | | (Street) | 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | | NEW YORK | NY | 10018 | | (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) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Code | V | Amount | (A) or (D) | Price | | | | | Common Stock | 02/16/2012 | | M | | 15,333 | A | $6.05 | 15,333 | D | | | Common Stock | 02/16/2012 | | S | | 15,333 | D | $15 | 0 | D | | | Common Stock | 02/16/2012 | | M | | 7,467 | A | $6.05 | 7,467 | D | | | Common Stock | 02/16/2012 | | S | | 7,467 | D | $15.18 | 0 | D | | | Common Stock | 02/16/2012 | | M | | 2,200 | A | $6.05 | 2,200 | D | | | Common Stock | 02/16/2012 | | S | | 2,200 | D | $15.07 | 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)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$6.05	02/16/2012		M			25,000	(1)	03/01/2012	Common Stock	25,000	$0	75,000	D

Explanation of Responses:

1. 25% of the option vested on February 9, 2011 and 25% vested on February 9, 2012.

Remarks:

/s/ Monica L. Greenberg, attorney-in-fact 02/17/2012 ** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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