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)

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 Commercial Officer

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

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	10/01/2019		M(1)		9,427	A	$0	45,543	D
Common Stock	10/01/2019		M(2)		1,721	A	$0	47,264	D
Common Stock	10/01/2019		M(3)		726	A	$0	47,990	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	(4)	10/01/2019		M(5)			2,283	(6)	10/01/2019	Common Stock	2,283	$0	0	D
Employee Stock Option	$8.17							(7)	10/27/2025	Common Stock	25,000		25,000	D
Employee Stock Grant	(4)	10/01/2019		M(5)			12,500	(8)	10/27/2019	Common Stock	12,500	$0	0	D
Employee Stock Option	$6.63							(9)	10/01/2019	Common Stock	3,756		3,756	D
Employee Stock Option	$6.63							(7)	03/24/2026	Common Stock	1,252		1,252	D
Employee Stock Grant	(4)							(10)	03/24/2026	Common Stock	571		571	D
Employee Stock Option	$10.3							(11)	10/01/2020	Common Stock	2,300		2,300	D
Employee Stock Option	$10.3							(12)	12/20/2026	Common Stock	2,300		2,300	D
Employee Stock Grant	(4)							(13)	10/01/2027	Common Stock	3,850		3,850	D
Employee Stock Grant	(4)	10/01/2019		M(5)			963	(14)	10/01/2020	Common Stock	1,925	$0	962	D
Employee Stock Option	$6.75							(12)	07/01/2028	Common Stock	100,000		100,000	D
Employee Stock Grant	(4)							(13)	10/01/2028	Common Stock	4,834		4,834	D
Employee Stock Grant	(4)							(15)	10/01/2021	Common Stock	4,028		4,028	D
Employee Stock Grant	(4)							(13)	12/04/2028	Common Stock	3,350		3,350	D
Employee Stock Grant	(4)							(16)	10/01/2022	Common Stock	3,350		3,350	D
Employee Stock Option	$6.11							(12)	12/04/2028	Common Stock	20,800		20,800	D
Employee Stock Option	$6.11							(17)	10/01/2022	Common Stock	20,800		20,800	D

Explanation of Responses:

1. Represents the net issuance of 9,427 shares from the vesting of 12,500 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 3,073 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

2. Represents the net issuance of 1,721 shares from the vesting of 2,283 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 562 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

3. Represents the net issuance of 726 shares from the vesting of 963 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 237 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.

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

5. Represents the vesting of restricted stock.

6. 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.

7. This option becomes 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, 2017 and April 1, 2018, and thereafter 1/4th of the restricted stock grant will vest on October 1, 2018, and October 1, 2019.

9. These options became fully vested on October 1, 2019.

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

11. 15/48th of this option grant will vest on January 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty three months.

12. 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.

13. 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.

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

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

16. 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.

17. 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	10/02/2019
	** 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).
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