Liquidity Services (LQDT) Form 4 LIQUIDITY SERVICES / Jorge Celaya 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^*

Celaya Jorge

(Last) (First) (Middle)

C/O LIQUIDITY SERVICES, INC.

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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2019

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	01/10/2019		J(1)		1,248	A	$7.65	32,056	D
Common Stock	01/10/2019		F(2)		440	D	$7.65	31,616	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
Employee Stock Grant	$9.7							(3)	10/01/2025	Common Stock	43,724		43,724	D
Employee Stock Grant	$6.63							(4)	10/01/2025	Common Stock	6,335		6,335	D
Employee Stock Grant	$6.63							(5)	10/01/2025	Common Stock	1,584		1,584	D
Employee Stock Option	$6.63							(6)	10/01/2025	Common Stock	13,891		13,891	D
Employee Stock Option	$6.63							(7)	10/01/2025	Common Stock	3,473		3,473	D
Employee Stock Grant	$8.15							(4)	10/01/2025	Common Stock	3,322		3,322	D
Employee Stock Grant	$5.8							(8)	10/01/2025	Common Stock	4,850		4,850	D
Employee Stock Grant	$8.3							(5)	10/01/2026	Common Stock	6,644		6,644	D
Employee Stock Option	$8.3							(9)	10/01/2026	Common Stock	5,750		5,750	D
Employee Stock Option	$8.3							(10)	10/01/2026	Common Stock	5,750		5,750	D
Employee Stock Option	$4.47							(11)	10/01/2027	Common Stock	30,420		30,420	D
Employee Stock Grant	$4.47	01/10/2019		J(1)			1,248	(12)	10/01/2027	Common Stock	3,120	$7.65	1,872	D
Employee Stock Option	$4.47							(13)	10/01/2027	Common Stock	20,280		20,280	D
Employee Stock Grant	$4.47							(14)	10/01/2027	Common Stock	1,560		1,560	D
Employee Stock Grant	$6.11							(12)	10/01/2028	Common Stock	5,900		5,900	D
Employee Stock Grant	$6.11							(15)	10/01/2028	Common Stock	5,900		5,900	D
Employee Stock Option	$6.11							(11)	10/01/2028	Common Stock	36,500		36,500	D
Employee Stock Option	$6.11							(16)	10/01/2028	Common Stock	36,500		36,500	D

Explanation of Responses:

1. Represents the vesting of restricted stock.

2. Represents an advance election by the insider to satisfy tax withholding obligations related to vesting of restricted shares by authorizing the issuer to sell a number of shares with an aggregate fair market value that would satisfy the withholding amount due.

3. Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire.

4. Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

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

6. Twenty-five percent of this option grant vested on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

7. 75% of the options were certified as vested on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

8. Twenty-five percent of this restricted stock grant vested on April 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019, and October 1, 2020.

9. 18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.

10. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

11. This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a 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.

12. These restricted stock units vest, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a 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.

13. 15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.

14. Twenty-five percent of this restricted stock grant vested on January 1, 2019 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2019, October 1, 2020, and October 1, 2021.

15. Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022.

16. 15/48th of this option grant will vest on January 1, 2020 and thereafter 1/48th of the option grant will vest each month for thirty three months.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	01/11/2019
	** 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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