Liveperson Inc. — Director's Dealing 2018

Feb 24, 2018

SEC Form 4

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

FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

3235-0287
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Estimated average burden
0.5

1. Name and Address of Reporting Person* Greenberg Monica L.				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) (First) (Middle) C/O LIVEPERSON, INC., 475 TENTH AVENUE, 5TH FLOOR				02/21/2018			3. Date of Earliest Transaction (Month/Day/Year)	Officer (give title Other (specify X below) below) EVP, General Counsel
(Street) NEW YORK (City)	NY (State)	10018 (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. 4. Securities Acquired (A) or Transaction Disposed Of (D) (Instr. 3, 4 and Code (Instr. 5) 8) (A) or V Amount Code			5. Amount of Securities Beneficially Owned Following Reported Transaction(s)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

				(D)	Price	Transaction(s) (Instr. 3 and 4)
Common Stock	02/21/2018	M	93,750	A	\$3.45	137,976	D
Common Stock	02/21/2018	J	93,750	(1) D	\$14.35	44,226	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) \$3.45 02/21/2018 ^M 93,750 (2) (3) 02/22/2018 Common Stock 93,750 \$0 ^{0 D}

Explanation of Responses:

1. These shares were repurchased by the Issuer pursuant to its stock buyback program. The repurchase price was the closing market price of the shares on the date of repurchase.

2. The option is fully vested and currently exercisable.

3. If not exercised, the option would have expired on 02/22/2018.

/s/ Monica L. Greenberg 02/23/2018

** 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.