Steven Weiskircher Form 4 LIQUIDITY SERVICES / Steven Weiskircher 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^*

Weiskircher Steven

(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)
Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023

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	01/03/2023		M(1)		2,238	A	$0	82,282	D
Common Stock	01/03/2023		M(2)		1,421	A	$0	83,703	D
Common Stock	01/03/2023		M(3)		2,280	A	$0	85,983	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 Option	$9.46							(4)	12/01/2030	Common Stock	33,932		33,932	D
Employee Stock Grant	(5)	01/03/2023		M(6)			3,425	(7)	01/01/2025	Common Stock	3,425	$0	1,850	D
Employee Stock Option	$6.69							(8)	12/03/2029	Common Stock	32,750		32,750	D
Employee Stock Grant	(5)	01/03/2023		M(6)			2,175	(9)	01/01/2024	Common Stock	2,175	$0	5,925	D
Employee Stock Grant	(5)							(10)	09/01/2023	Common Stock	18,750		18,750	D
Employee Stock Option	$22.2							(11)	12/07/2031	Common Stock	12,380		12,380	D
Employee Stock Option	$22.2							(12)	12/07/2031	Common Stock	12,380		12,380	D
Employee Stock Grant	(5)							(13)	01/01/2026	Common Stock	13,960		13,960	D
Employee Stock Grant	(5)	01/03/2023		M(6)			3,490	(14)	01/01/2026	Common Stock	3,490	$0	10,470	D
Employee Stock Grant	(5)							(15)	01/01/2026	Common Stock	13,980		13,980	D
Employee Stock Grant	(5)							(16)	01/01/2027	Common Stock	13,980		13,980	D
Employee Stock Option	$14							(17)	12/23/2032	Common Stock	11,230		11,230	D
Employee Stock Option	$14							(18)	12/23/2032	Common Stock	11,230		11,230	D

Explanation of Responses:

1. Represents the net issuance of 2,238 shares from the vesting of 3,425 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 1,187 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 1,421 shares from the vesting of 2,175 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 754 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 2,280 shares from the vesting of 3,490 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 1,210 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. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

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

6. Represents the vesting of restricted stock units.

7. 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.

8. 12/48th of this option grant vested on January 1, 2021 and, thereafter, 1/48th of the option grant vests each month for thirty-six months.

9. Twenty-five percent of this restricted stock 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.

10. Twenty-five percent of this restricted stock grant vested on September 1, 2020 and thereafter, an additional 1/4 vests on September 1 of each year for three years.

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

12. 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.

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

14. 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.

15. These restricted stock units were granted on December 23, 2022 and will vest, if at all, based on the Issuer's achievement of certain financial milestones.

16. These restricted stock units were granted on December 23, 2022. Twenty-five percent will vest on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.

17. These options were granted on December 23, 2022. 12/48th will vest on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.

18. These options were granted on December 23, 2022 and become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	01/04/2023
	** 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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