| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/01/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 04/01/2016 | J(20) | 6,072 | A | $5.13 | 17,913 | D | |||
| Common Stock | 04/01/2016 | F(19) | 2,561 | D | $5.13 | 15,352 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | $13.35 | (1) | 06/16/2020 | Common Stock | 3,188 | 3,188 | D | ||||||||
| Employee Stock Grant | $15.47 | (2) | 11/30/2020 | Common Stock | 2,211 | 2,211 | D | ||||||||
| Employee Stock Grant | $38.09 | (3) | 11/16/2022 | Common Stock | 625 | 625 | D | ||||||||
| Employee Stock Grant | $38.09 | (4) | 11/16/2022 | Common Stock | 2,500 | 2,500 | D | ||||||||
| Employee Stock Grant | $21.99 | (5) | 11/27/2023 | Common Stock | 831 | 831 | D | ||||||||
| Employee Stock Grant | $21.99 | (6) | 11/27/2023 | Common Stock | 1,661 | 1,661 | D | ||||||||
| Employee Stock Option | $21.99 | (7) | 11/27/2023 | Common Stock | 3,519 | 3,519 | D | ||||||||
| Employee Stock Option | $21.99 | (8) | 11/27/2023 | Common Stock | 3,519 | 3,519 | D | ||||||||
| Employee Stock Grant | $13.57 | (9) | 05/14/2024 | Common Stock | 11,054 | 11,054 | D | ||||||||
| Employee Stock Grant | $12.57 | (10) | 10/27/2024 | Common Stock | 18,750 | 18,750 | D | ||||||||
| Employee Stock Grant | $10.41 | 04/01/2016 | J(20) | 6,072 | (11) | 10/01/2024 | Common Stock | 36,436 | $5.13 | 30,364 | D | ||||
| Employee Stock Grant | $10.41 | (12) | 10/01/2024 | Common Stock | 12,146 | 12,146 | D | ||||||||
| Employee Stock Option | $10.41 | (13) | 10/01/2024 | Common Stock | 7,338 | 7,338 | D | ||||||||
| Employee Stock Option | $10.41 | (14) | 10/01/2024 | Common Stock | 1,834 | 1,834 | D | ||||||||
| Employee Stock Grant | $6.63 | (15) | 10/01/2025 | Common Stock | 20,515 | 20,515 | D | ||||||||
| Employee Stock Grant | $6.63 | (16) | 10/01/2025 | Common Stock | 5,129 | 5,129 | D | ||||||||
| Employee Stock Option | $6.63 | (17) | 10/01/2025 | Common Stock | 11,245 | 11,245 | D | ||||||||
| Employee Stock Option | $6.63 | (18) | 10/01/2025 | Common Stock | 2,811 | 2,811 | D | ||||||||
| Explanation of Responses: |
| 1. These options became fully vested on June 1, 2014. |
| 2. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 3. Twenty-five percent of this restricted stock grant vested on October 1, 2013 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years. |
| 4. The restricted stares will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 5. Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years. |
| 6. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 7. Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months. |
| 8. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones. |
| 9. Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years. |
| 10. Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years. |
| 11. Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years. |
| 12. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 13. Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months. |
| 14. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones. |
| 15. Twenty-five percent of this restricted stock grant will vest on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years. |
| 16. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 17. Twenty-five percent of this option grant will vest on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months. |
| 18. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones. |
| 19. 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. |
| 20. Represents vesting of restricted stock |
| /s/ Mark A. Shaffer, by power of attorney | 04/05/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Mark A. Shaffer, Michael E. Sweeney and Jorge A. Celaya the undersigned’s true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4, or 5 and the timely filing of such form with the United States Securities and Exchange Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary, and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney can only be revoked by delivering a signed, original “Revocation of Power of Attorney” to the attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 31st day of March, 2016.
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/s/ Gardner H. Dudley | |
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Name: |
Gardner H. Dudley |
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Title: |
President, Capital Assets Group |