SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Gravley Roger (Last) (First) (Middle) C/O LIQUIDITY SERVICES, INC. 1920 L STREET, N.W., 6TH FLOOR (Street) WASHINGTON DC 20036 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/01/2017	3. Issuer Name and Ticker or Trading Symbol LIQUIDITY SERVICES INC [ LQDT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Operating President, GovDeals	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option	(1)	10/01/2019	Common Stock	1,801	9.05	D
Employee Stock Grant	(2)	10/01/2020	Common Stock	1,106	15.47	D
Employee Stock Option	(3)	10/01/2020	Common Stock	2,292	15.47	D
Employee Stock Option	(4)	10/01/2021	Common Stock	2,857	31.37	D
Employee Stock Grant	(5)	10/01/2023	Common Stock	416	21.99	D
Employee Stock Option	(6)	10/01/2023	Common Stock	3,519	21.99	D
Employee Stock Grant	(2)	11/27/2023	Common Stock	499	21.99	D
Employee Stock Option	(7)	11/27/2023	Common Stock	3,519	21.99	D
Employee Stock Option	(8)	10/01/2024	Common Stock	7,338	10.41	D
Employee Stock Grant	(9)	10/01/2024	Common Stock	12,218	10.41	D
Employee Stock Grant	(10)	10/27/2024	Common Stock	6,250	12.57	D
Employee Stock Option	(11)	10/01/2025	Common Stock	11,430	6.63	D
Employee Stock Grant	(12)	10/01/2025	Common Stock	15,638	6.63	D
Employee Stock Option	(7)	10/01/2025	Common Stock	2,858	5.11	D
Employee Stock Grant	(2)	10/01/2025	Common Stock	5,213	5.11	D
Employee Stock Grant	(13)	10/01/2026	Common Stock	8,250	8.3	D
Employee Stock Option	(14)	10/01/2026	Common Stock	4,900	8.3	D
Employee Stock Grant	(2)	10/01/2026	Common Stock	8,250	8.3	D
Employee Stock Option	(7)	10/01/2026	Common Stock	4,900	8.3	D

Explanation of Responses:

1. These options became fully vested on October 1, 2013.

2. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.

3. These options became fully vested on October 1, 2014.

4. These options became fully vested on October 1, 2015.

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. 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.

7. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

8. 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.

9. Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three 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 option grant vested on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.

12. Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.

13. Twenty-five percent of this restricted stock grant will vest on April 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019, and October 1, 2020.

14. 18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	08/04/2017
	** 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 5 (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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