Schedule 13G Information to be included in statements filed pursuant to
13d-1(b), (c), and (d) and amendments thereto filed pursuant
to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No._)*
(Liquidity Services, Inc.)
(Common stock)
(53635B107)
(December 31, 2022)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No.53635B107
(1) Names of reporting persons: STALEY CAPITAL ADVISERS, INC.
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: PENNSYLVANIA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,300,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,300,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,300,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.42% (a)
(12) Type of reporting person: IA
*(a) based on 35,798,131 shares of common stock of the issuer outstanding
as of 12/5/2022.
CUSIP No.53635B107
(1) Names of reporting person: JOHN A. STALEY, IV
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,300,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,300,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person:2,300,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.42% (a)
(12) Type of reporting person: IN
*(a) based on 35,798,131 shares of common stock of the issuer outstanding
as of 12/5/2022.
CUSIP No.53635B107
(1) Names of reporting persons: WILLIAM F. STOTZ
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,327,200
(6) Shared voting power: 0
(7) Sole dispositive power: 2,327,200
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,327,200
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.5% (a)
(12) Type of reporting person: IN
*(a) based on 35,798,131 shares of common stock of the issuer outstanding
as of 12/5/2022.
CUSIP No.53635B107
(1) Names of reporting persons: JAMES D. ROBERGE
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,422,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,422,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,422,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.7% (a)
(12) Type of reporting person: IN
*(a) based on 35,798,131 shares of common stock of the issuer outstanding
as of 12/5/2022.
CUSIP No.53635B107
(1) Names of reporting persons: BRIAN M. MCINERNEY
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,300,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,300,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,300,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.42% (a)
(12) Type of reporting person: IN
*(a) based on 35,798,131 shares of common stock of the issuer outstanding
as of 12/5/2022.
Item 1(a) Name of issuer: LIQUIDITY SERVICES, INC.
Item 1(b) Address of issuer's principal executive offices:
6931 ARLINGTON ROAD, SUITE 200, BETHESDA, MD 20814
2(a) Name of person filing:
This statement is jointly filed by Staley Capital Advisers, Inc.,
a Pennsylvania corporation ("Staley Capital") and registered
investment adviser; John A. Staley IV ("Mr. Staley"); William F.
Stotz ("Mr. Stotz"); James D. Roberge ("Mr. Roberge"); and
Brian M. McInerney ("Mr. McInerney"). Each of the foregoing
is referred to as a Reporting Person and collectively as
Reporting Persons. Mr. Staley is the President
of Staley Capital; Mr. Stotz is a Managing Director, Mr. Roberge
and Mr. McInerney are each Senior Managing Directors of Staley Capital.
Mr. Staley, Mr. Stotz, Mr. Roberge, and Mr. McInerney are
hereinafter referred to as Controlling Persons of Staley Capital
who may be deemed, pursuant to Rule 13d-3 of the Securities
Exchange Act of 1934, as amended, to be the beneficial owners of all shares
of Common Stock owned by Staley Capital clients for whom Staley
Capital exercises discretion with respect to voting or disposition
of shares. The Reporting Persons have entered into a Joint Filing
Agreement, dated February 15, 2023, a copy of which is filed with
this Schedule 13G as Exhibit A, pursuant to which the Reporting
Persons have agreed to file this statement jointly in accordance
with the provisions of Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934.
2(b) Address or principal business office or, if none,
residence:
The principal business address of Staley Capital Advisers, Inc.,
as well as for Mr. Staley, Mr. Stotz, Mr. Roberge, and Mr. McInerney
is Staley Capital Advisers, Inc., One Oxford Centre, Suite 3950,
Pittsburgh, PA 15219.
2(c) Citizenship:
Staley Capital Advisers, Inc. is a corporation organized under
the laws of the Commonwealth of Pennsylvania. Mr. Staley,
Mr. Stotz, Mr. Roberge, and Mr. McInerney are each citizens
of the United States of America.
2(d) Title of class of securities: COMMON STOCK
2(e) CUSIP No.: 53635B107
Item 3: If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with 240.13d-
1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with 240.13d-
1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership
The information set forth in rows 5 to 11 in the Cover Pages hereto
for each of the Reporting Persons is incorporated herein by reference.
All ownership information reported on the Cover Pages is as of
December 31, 2022.
Staley Capital Advisers, Inc. does not directly own any shares of common
stock of the issuer. As the investment adviser to separately managed
accounts and a private fund, Staley Capital may be deemed to beneficially
own the shares reported herein. Similarly, Mr. Staley, Mr. Roberge,
Mr. Stotz, and Mr. McInerney, as Controlling Persons of Staley Capital,
may be deemed to beneficially own shares reported herein.
Except as stated below, none of the Reporting Persons directly own
shares of common stock of the issuer and the Reporting Persons expressly
disclaim beneficial ownership of the issuer's common stock reported
herein, with the following exceptions: 1) Mr. Stotz is the beneficial
owner of 27,200 shares of LQDT common stock, and 2) Mr. Roberge is the
beneficial owner of 122,000 shares of LQDT common stock.
Item 5. Ownership of 5 Percent or Less of a Class. NOT APPLICABLE
Item 6. Ownership of More than Five Percent on behalf of
another person. NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person. NOT APPLICABLE
Item 8. Identification and Classification of Members of
the Group. NOT APPLICABLE
Item 9. Notice of Dissolution of Group. NOT APPLICABLE
Item 10. Certifications:
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose
or effect, other than activities solely in connection
with a nomination under Section 240.14a-11.
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth
in this statement is true, complete and accurate.
/JOHN A. STALEY, IV/
-------------------------------
Staley Capital Advisers, Inc., by John A. Staley IV, President
/JOHN A. STALEY, IV/
-------------------------------
John A. Staley IV, President, Staley Capital Advisers, Inc.
/WILLIAM F. STOTZ/
-------------------------------
William F. Stotz, Managing Director, Staley Capital Advisers, Inc.
/JAMES D. ROBERGE/
-------------------------------
James D. Roberge, Senior Managing Director, Staley Capital Advisers, Inc.
/BRIAN M. MCINERNEY/
-------------------------------
Brian M. McInerney, Senior Managing Director, Staley Capital Advisers, Inc.
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree as follows:
(i) The statement on Schedule 13G/A, and any amendments thereto,
to which this Agreement is annexed as Exhibit A, is and will be filed
on behalf of each of them in accordance with the provisions of
Rule 13d-1(k)(1)under the Securities Exchange Act of 1934, as amended; and
ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the completeness
and accuracy of the information concerning such person therein,
but none of them is responsible for the completeness and
accuracy of the information concerning the other persons making
the filing, unless such person knows or has reason to believe
that such information is inaccurate.
Dated: February 15, 2023
/JOHN A. STALEY, IV/
-------------------------------
Staley Capital Advisers, Inc., by John A. Staley IV, President
/JOHN A. STALEY, IV/
-------------------------------
John A. Staley IV, President, Staley Capital Advisers, Inc.
/WILLIAM F. STOTZ/
-------------------------------
William F. Stotz, Managing Director, Staley Capital Advisers, Inc.
/JAMES D. ROBERGE/
-------------------------------
James D. Roberge, Senior Managing Director, Staley Capital Advisers, Inc.
/BRIAN M. MCINERNEY/
-------------------------------
Brian M. McInerney, Senior Managing Director, Staley Capital Advisers, Inc.