Liveperson Inc. — Director's Dealing 2017

May 21, 2017

SEC Form 4

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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

OMB APPROVAL OMB Number: 3235-0287 Expires: _ Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Dean Dustin			2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [ LPSN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(Last) C/O LIVEPERSON, INC.,	(First) (Middle) 475 TENTH AVENUE, 5TH FLOOR		3. Date of Earliest Transaction (Month/Day/Year) 05/16/2017	Director 10% Owner Officer (give title Other (specify X below) below) EVP, Global Sales/Cust Success
(Street) NEW YORK (City)	NY 10018 (State) (Zip)		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

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	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	Reported Transaction(s) (Instr. 3 and 4)
Common Stock	05/16/2017		M		8,700	A	\$3.23	8,700	D
Common Stock	05/16/2017		S		8,700	D	\$10.12 (1)	0	D
Common Stock	05/16/2017		M		5,000	A	\$1.79	5,000	D
Common Stock	05/16/2017		S		5,000	D	\$10.04 (2)	0	D
Common Stock	05/16/2017		M		11,250	A	\$9.24	11,250	D
Common Stock	05/16/2017		S		11,250	D	(3) \$9.88	0	D
Common Stock	05/16/2017		M		8,300	A	\$7.02	8,300	D
Common Stock	05/16/2017		S		8,300	D	\$9.91	0	D
Common Stock	05/17/2017		S		14,042	D	(4) \$9.49	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)	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)	\$3.23	05/16/2017		M			8,700	(5)	04/01/2018	Common Stock	8,700	\$0	0	D
Stock Option (Right to Buy)	\$1.79	05/16/2017		M			5,000	(5)	03/05/2019	Common Stock	5,000	\$0	0	D
Stock Option (Right to Buy)	\$9.24	05/16/2017		M			11,250	(5)	07/01/2023	Common Stock	11,250	\$0	0	D
Stock Option (Right to Buy)	\$7.02	05/16/2017		M			8,300	(5)	06/17/2020	Common Stock	8,300	\$0	0	D

Explanation of Responses:

1. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from \$10.10 to \$10.15, inclusive. The reporting person undertakes to provide to LivePerson, Inc., any security holder of LivePerson, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from \$9.88 to \$10.12, inclusive. The reporting person undertakes to provide to LivePerson, Inc., any security holder of LivePerson, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from \$9.85 to \$9.90, inclusive. The reporting person undertakes to provide to LivePerson, Inc., any security holder of LivePerson, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from \$9.46 to \$9.70, inclusive. The reporting person undertakes to provide to LivePerson, Inc., any security holder of LivePerson, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The option is fully vested and currently exercisable.

/s/ Monica L. Greenberg, as attorney-in fact 05/18/2017

** Signature of Reporting Person Date

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).

Note: 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 Number.