Liquidity Services (LQDT) Form 4 LIQUIDITY SERVICES / John Daunt 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^*

Daunt John

(Last) (First) (Middle)

6931 ARLINGTON ROAD SUITE 200

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & COO

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2023

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	03/16/2023		M(1)		1,955	A	$9.46	82,331	I	By The Daunt Family Trust
Common Stock	03/16/2023		J(2)		1,420	D	$13.03	80,911	I	By The Daunt Family Trust

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 Grant	$6.11							(3)	12/04/2028	Common Stock	14,833		14,833	D
Stock Option Grant	$6.11							(4)	12/04/2028	Common Stock	10,400		10,400	D
Restricted Stock Unit Grant	(5)							(6)	01/01/2024	Common Stock	4,075		4,075	D
Stock Option Grant	$6.58							(3)	04/29/2029	Common Stock	10,458		10,458	D
Stock Option Grant	$6.58							(7)	04/29/2019	Common Stock	11,667		11,667	D
Restricted Stock Unit Grant	(5)							(8)	05/01/2023	Common Stock	3,750		3,750	D
Stock Option Grant	$6.69							(3)	12/03/2029	Common Stock	38,950		38,950	D
Stock Option Grant	$6.69							(9)	12/03/2029	Common Stock	21,109		21,109	D
Stock Option Grant	$9.46	03/16/2023		M(10)			1,955	(11)	12/01/2030	Common Stock	1,955	$0.00	29,325	D
Stock Option Grant	$9.46							(12)	12/01/2030	Common Stock	61,200		61,200	D
Restricted Stock Unit Grant	(5)							(13)	01/01/2025	Common Stock	5,525		5,525	D
Stock Option Grant	$22.2							(12)	12/07/2031	Common Stock	7,740		7,740	D
Stock Option Grant	$22.2							(14)	12/07/2031	Common Stock	7,740		7,740	D
Restricted Stock Unit Grant	(5)							(15)	01/01/2026	Common Stock	6,540		6,540	D
Restricted Stock Unit Grant	(5)							(16)	01/01/2026	Common Stock	8,720		8,720	D
Restricted Stock Unit Grant	(5)							(17)	01/01/2027	Common Stock	20,710		20,710	D
Restricted Stock Unit Grant	(5)							(18)	01/01/2026	Common Stock	20,710		20,710	D
Stock Option Grant	$14							(19)	12/23/2032	Common Stock	16,640		16,640	D
Stock Option Grant	$14							(20)	12/23/2032	Common Stock	16,640		16,640	D

Explanation of Responses:

1. Represents the exercise of stock options.

2. The reporting person surrendered 1,420 shares to the issuer to pay the cost of the options described in the prior footnote.

3. These options become exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in the Issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.

4. 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

5. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

6. Twenty-five percent of this restricted stock unit grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024.

7. 12/48th of this option grant vested on May 1, 2020 and thereafter, 1/48th will vest each month for thirty-six months.

8. Twenty-five percent of this restricted stock unit grant vested on May 1, 2020 and thereafter, an additional 1/4th vests on each of May 1, 2021, May 1, 2022 and May 1, 2023.

9. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

10. Represents the exercise of stock options.

11. 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.

12. This option becomes excercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

13. Twenty-five percent of this restricted stock unit grant vested on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1,2025.

14. 12/48th of this option grant will vest on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.

15. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1,2026.

16. These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

17. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.

18. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.

19. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

20. 12/48th of this option grant will vest on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	03/17/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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