Liveperson Inc. — Director's Dealing 2018

Apr 28, 2018

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

1. Name and Address of Reporting Person* Carlough Daryl			LIVEPERSON INC [ LPSN ]		2. Issuer Name and Ticker or Trading Symbol		5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner
(Last) C/O LIVEPERSON, INC. 475 TENTH AVENUE, 5TH FLOOR	04/25/2018			3. Date of Earliest Transaction (Month/Day/Year)	Officer (give title Other (specify X below) below) SVP, Global & Corp Controller
(Street) NEW YORK	NY	10018				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
(City)	(State)	(Zip)					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	6. Ownership Form: Direct (D) or Indirect (I)	7. Nature of Indirect Beneficial Ownership

							Following	(Instr. 4)	(Instr. 4)
		Code	V	Amount	(A) or (D)	Price	Reported Transaction(s) (Instr. 3 and 4)
Common Stock	04/25/2018	A		(1) 5,000	A	\$0	(2) 15,072	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

Explanation of Responses:

1. The reporting person was granted restricted stock units, each of which represents a contingent right to receive one share of common stock. The restricted stock units vest as follows: 25% of the units vest on April 25, 2018 and 6.25% of the units vest each quarter thereafter, subject to the reporting person's employment through each such vesting date.

2. Number reported includes 11,250 unvested restricted stock units granted to and held by the reporting person as of the date of this filing.

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/s/ Monica L. Greenberg, as attorney-in-fact 04/27/2018

** Signature of Reporting Person Date

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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

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