Liveperson Inc. — Director's Dealing 2021

Feb 18, 2021

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

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11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.	(First) 475 TENTH AVENUE, 5TH FLOOR	(Middle)	3. Date of Earliest Transaction (Month/Day/Year) 02/16/2021					Officer (give title X below) below) SVP, Global & Corp Controller		Other (specify
(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)	5)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and	5. Amount of Securities Beneficially Owned Following Reported	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	Transaction(s) (Instr. 3 and 4)
Common Stock	02/16/2021	(1) M		2,061	A	\$12.45	(2) 44,034	D
Common Stock	02/16/2021	(1) S		2,061	D	\$70.72	(2) 41,973	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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (Right to Buy) \$12.45 02/16/2021 ^M (1) 2,061 (3) 02/16/2028 Common Stock 2,061 \$0 37,557 ^D

Explanation of Responses:

1. The exercise and sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. Number reported includes 9,987 unvested restricted stock units granted to and held by the reporting person as of the date of this filing.

3. The Option is vested and exercisable with respect to 22,118 underlying shares (after taking into account prior exercises, but including the 2,061 underlying shares disposed of in this exercise) and will vest and become exercisable with respect to the remaining 17,500 underlying shares in four remaining equal installments on each of May 16, August 16 and November 16, 2021 and February 16, 2022.

/s/ Monica L. Greenberg, as attorney-in-fact for Daryl Carlough	02/17/2021

** 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.

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