SEC FORM 4 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*
CLOUGH PHILLIP A

(Last) (First) (Middle)
400 EAST PRATT STREET, SUITE 910

(Street)
BALTIMORE MD 21202-3116

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/26/2011
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 04/26/2011 S(1) 25,000(2) D $19.5 1,263,541(3) I See footnote(4)
Common Stock 04/27/2011 S(1) 25,000(5) D $19.54 1,238,541(6) I See footnote(4)
Common Stock 04/28/2011 S(1) 25,000(7) D $19.65 1,213,541(8) I See footnote(4)
Common Stock 17,740 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 $12.89 (9) 04/03/2016 Common Stock 20,000 20,000 D
Employee Stock Option $14.75 (10) 10/02/2016 Common Stock 9,393 9,393 D
Employee Stock Option $11.19 (11) 10/01/2017 Common Stock 8,560 8,560 D
Employee Stock Option $11.66 (12) 06/03/2018 Common Stock 15,082 15,082 D
Employee Stock Option $8.55 (13) 04/28/2019 Common Stock 21,086 21,086 D
Employee Stock Option $10.7 (14) 02/01/2020 Common Stock 18,612 18,612 D
Employee Stock Option $14.3 (15) 02/01/2021 Common Stock 15,012 15,012 D
Restricted Stock Grant $14.3 (16) 02/01/2021 Common Stock 2,517 2,517 D
Restricted Stock Grant $14.3 (17) 02/01/2021 Common Stock 2,098 2,098 D
Explanation of Responses:
1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2010.
2. Consists of the following shares sold by the following entities: (a) 21,969 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 418 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 2,613 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
3. Consists of the following shares held by the following entities: (a) 1,110,401 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 21,153 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 131,987 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
4. Mr. Phillip Clough is a managing member of ABS Partners VI, LLC, the general partner of the ABS Entities. Mr. Clough disclaims beneficial ownership of these shares except to the extent of his pecuniary interest. The address for these entities affiliated with ABS Captial Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
5. Consists of the following shares sold by the following entities: (a) 21,969 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 418 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 2,613 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
6. Consists of the following shares held by the following entities: (a) 1,088,432 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 20,735 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 129,374 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
7. Consists of the following shares sold by the following entities: (a) 21,969 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 418 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 2,613 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
8. Consists of the following shares held by the following entities: (a) 1,066,463 shares by ABS Capital Partners VI, LP ("ABS VI"), (b) 20,317 shares by ABS Capital Partners VI-A, LP ("ABS VI-A"), and (c) 126,761 shares by ABS Capital Partners VI Offshore, LP ("ABS Capital Partners VI Offshore" and together with ABS VI and ABS VI-A, the "ABS Entities"). ABS Partners VI, LLC is the general partner of the ABS Entities and has voting and dispositive powers over these shares. The address for these entities affiliated with ABS Capital Partners is 400 East Pratt Street, Suite 910, Baltimore, MD 21202-3116.
9. These options became fully vested on April 3, 2008.
10. These options became fully vested on October 2, 2007.
11. These options became fully vested on October 1, 2008.
12. These options became fully vested on April 29, 2009.
13. These options became fully vested on February 18, 2010.
14. These options became fully vested on February 1, 2011.
15. These options have a one-year vesting period such that 100% of this option grant will vest on February 1, 2012.
16. These restricted shares have a one-year vesting period such that 100% of this restricted share grant will vest on February 1, 2012.
17. These restricted shares have a one-year vesting period such that 100% of this restricted share grant will vest on February 1, 2012.
/s/ James E. Williams, by power of attorney 04/28/2011
** 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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