Liveperson Inc. — Director's Dealing 2019

Mar 6, 2019

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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0.5

1. Name and Address of Reporting Person* LOCASCIO ROBERT P	2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [ LPSN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner
(Last) (First) (Middle) C/O LIVEPERSON INC., 475 TENTH AVENUE, 5TH FLOOR	3. Date of Earliest Transaction (Month/Day/Year) 03/01/2019	Officer (give title Other (specify X below) below) Chief Executive Officer
(Street) NEW YORK NY 10018 (City) (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	6. Ownership Form: Direct (D) or Indirect (I)	7. Nature of Indirect Beneficial Ownership
			Code	V	Amount	(A) or (D)	Price	Following Reported Transaction(s) (Instr. 3 and 4)	(Instr. 4)	(Instr. 4)
Common Stock	03/01/2019		M		25,000	A	\$1.79	(1) 375,533	D
Common Stock	03/01/2019		(2) F		10,572	D	\$28.35	(1) 364,961	D
Common Stock	03/01/2019		(3) D		14,428	D	\$28.35	(1) 350,533	D
Common Stock								4,226,983	I	By Ikon, LP

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)		and 5)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4		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)	\$1.79	03/01/2019		M			25,000	(4)	03/05/2019	Common Stock	25,000	\$0	0	D
--------------------------------	--------	------------	--	---	--	--	--------	-----	------------	--------------	--------	-----	---	---	--

Explanation of Responses:

1. Number reported includes 262,702 unvested restricted stock units granted to and held by the reporting person following the transactions reported by this filing.

2. The exercise price of the option and related tax withholding were satisfied by the Issuer's withholding shares otherwise deliverable upon exercise of the option.

3. These shares were repurchased by the Issuer. The repurchase price was the closing market price of the shares on the date of repurchase.

4. The option is fully vested and currently exercisable. If not exercised, the option would have expired on 03/05/2019.

/s/ Monica L. Greenberg, Attorney-in-Fact	03/05/2019

** 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.