LivePerson (LPSN) Form 4 LIVEPERSON / Monica L. Greenberg ownership change

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Greenberg Monica L.

(Last) (First) (Middle)

C/O LIVEPERSON, INC.,

475 TENTH AVENUE, 5TH FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIVEPERSON INC [ LPSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Policy & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2020

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 Reported Transaction(s) (Instr. 3 and 4)	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
Common Stock	05/15/2020		A		18,300(1)	A	$0	39,154(2)	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)	$27.39(3)	05/15/2020		A		41,300		(4)	04/16/2030	Common Stock	41,300	$0	41,300	D

Explanation of Responses:

1. The reporting person was granted an award of restricted stock units under the terms of the LivePerson, Inc. 2019 Stock Incentive Plan consisting of a grant of 18,300 restricted stock units (the "RSUs"), each of which represents a contingent right to receive one share of common stock. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, these RSUs are scheduled to vest in substantially equal installments on each of the first, second, third and fourth anniversaries of April 16, 2020.

2. Number reported includes 25,800 unvested restricted stock units granted to and held by the reporting person following the reported transactions.

3. The exercise price for this stock option, the formula for which was set in advance by the issuer's compensation committee, represents the average daily closing price of the issuer's common stock, as reported on the Bloomberg Market Data Feed, over the trading days during the thirty calendar day period ending on May 15, 2020.

4. Subject to the reporting person's continued employment with the issuer through the applicable vesting date, this stock option, granted under the terms of the LivePerson, Inc. 2019 Stock Incentive Plan, is scheduled to vest in substantially equal installments on each of the first, second, third and fourth anniversaries of April 16, 2020.

Remarks:

	/s/ Monica L. Greenberg	05/19/2020
	** 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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