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*
Rallo James M

(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR

(Street)
WASHINGTON DC 20036

(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)
CFO, Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
10/10/2011
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 10/10/2011 M 16,876 A $12.89 17,476 D
Common Stock 10/10/2011 M 1,961 A $10.93 19,437 D
Common Stock 10/10/2011 M 6,163 A $15.47 25,600 D
Common Stock 10/10/2011 S(1) 25,000 D $31.43 600 D
Common Stock 10/11/2011 M 25,000 A $10.93 25,600 D
Common Stock 10/11/2011 S(1) 25,000 D $30.75 600 D
Common Stock 10/12/2011 M 17,439 A $10.93 18,039 D
Common Stock 10/12/2011 M 2,997 A $7.48 21,036 D
Common Stock 10/12/2011 S(1) 20,436 D $30.83 600 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 10/10/2011 M 16,876 (2) 03/30/2016 Common Stock 16,876 $12.89 0 D
Employee Stock Option $10.93 10/10/2011 M 1,961 (3) 10/01/2017 Common Stock 44,400 $10.93 42,439 D
Common Stock $10.93 10/11/2011 M 25,000 (3) 10/01/2017 Common Stock 42,439 $10.93 17,439 D
Employee Stock Option $10.93 10/12/2011 M 17,439 (3) 10/01/2017 Common Stock 17,439 $10.93 0 D
Employee Stock Option $7.48 10/12/2011 M 2,997 (4) 10/01/2018 Common Stock 59,000 $7.48 56,003 D
Employee Stock Grant $15.47 (5) 10/01/2020 Common Stock 12,514 12,514 D
Employee Stock Option $15.47 10/10/2011 M 6,163 (6) 10/01/2020 Common Stock 24,655 $15.47 18,492 D
Employee Stock Grant $15.47 (7) 10/01/2020 Common Stock 10,000 10,000 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 September 9, 2011.
2. These options became fully vested on March 30, 2010.
3. These options became fully vested on October 1, 2011.
4. Twenty percent of this option grant vested on October 1, 2009 and thereafter 1/60th of the option grant will vest each month for forty-eight months.
5. Twenty-five percent of this restricted stock grant vested on October 1, 2011 and thereafter 1/48th of the restricted stock grant will vest on October 1 of each year for three years.
6. Twenty-five percent of this option grant vested on October 1, 2011 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
7. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
/s/ James E. Williams, by power of attorney 10/12/2011
** 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).
** 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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