Shaffer Mark A Form 4 LIQUIDITY SERVICES / Mark A Shaffer 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^*

Shaffer Mark A

(Last) (First) (Middle)

C/O LIQUIDITY SERVICES, INC.

6931 ARLINGTON ROAD, SUTIE 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)
VP, Gen. Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2018

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	10/01/2018		J(1)		4,335	A	$0	14,290	D
Common Stock	10/01/2018		F(2)		872	D	$5.95	13,418	D
Common Stock	10/02/2018		F(2)		43	D	$5.83	13,375	D
Common Stock	10/03/2018		F(2)		296	D	$5.8	13,079	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	$9.35	10/01/2018		J(1)			397	(3)	04/09/2025	Common Stock	397	$5.95	0	D
Employee Stock Grant	$4.57	10/01/2018		J(1)			1,726	(4)	02/16/2026	Common Stock	3,452	$5.95	1,726	D
Employee Stock Grant	$5.8							(5)	02/16/2026	Common Stock	1,726		1,726	D
Employee Stock Grant	$8.15							(6)	06/22/2026	Common Stock	7,500		7,500	D
Employee Stock Grant	$8.3	10/01/2018		J(1)			2,212	(7)	10/01/2026	Common Stock	6,637	$5.95	4,425	D
Employee Stock Grant	$8.3							(5)	10/01/2026	Common Stock	8,850		8,850	D
Employee Stock Option	$8.3							(8)	10/01/2026	Common Stock	5,250		5,250	D
Employee Stock Option	$8.3							(9)	10/01/2026	Common Stock	5,250		5,250	D
Employee Stock Option	$4.47							(9)	10/01/2027	Common Stock	18,240		18,240	D
Employee Stock Option	$4.47							(10)	10/01/2027	Common Stock	12,160		12,160	D
Employee Stock Grant	$4.47							(5)	10/01/2027	Common Stock	1,860		1,860	D
Employee Stock Grant	$4.47							(11)	10/01/2027	Common Stock	1,240		1,240	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, 2015 and thereafter 1/8 of the restricted stock grant will vest on April 1 and October 1 of each year for three years.

4. 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.

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

6. Twenty-five percent of this restricted stock grant vested on July 1, 2017 and thereafter 1/4 of the restricted stock grant will vest on July 1 of each year for three years.

7. 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.

8. 18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.

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

10. 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.

11. Twenty-five percent of this restricted stock grant will vest 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.

Remarks:

	/s/ Mark A. Shaffer	10/03/2018
	** 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).
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