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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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X
 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.
6931 ARLINGTON ROAD, SUITE 200
(Street)
BETHESDA MD 20814
(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)
Former President RSCG and CAG
3. Date of Earliest Transaction (Month/Day/Year)
04/23/2019
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 15,039(1) I By James M. Rallo 401k
Common Stock 8,000 I By James M. Rallo IRA
Common Stock 685 I By James M. Rallo Cust. Michael Rallo MD UTMA(2)
Common Stock 460 I By James M. Rallo Cust. Melissa Rallo MD UTMA(2)
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 $15.47 (3) 10/01/2020 Common Stock 6,678 6,678 D
Employee Stock Option $31.37 (4) 10/01/2021 Common Stock 12,358 12,358 D
Employee Stock Option $38.09 (5) 10/01/2022 Common Stock 3,335 3,335 D
Employee Stock Option $29.47 (6) 07/18/2023 Common Stock 24,871 24,871 D
Employee Stock Option $21.99 (7) 10/01/2023 Common Stock 9,938 9,938 D
Employee Stock Option $10.41 (8) 10/01/2024 Common Stock 12,675 12,675 D
Employee Stock Option $6.63 (9) 10/01/2025 Common Stock 12,239 12,239 D
Employee Stock Option $6.63 (10) 10/01/2025 Common Stock 2,623 2,623 D
Employee Stock Option $8.3 (11) 10/01/2026 Common Stock 2,906 2,906 D
Employee Stock Option $4.47 (12) 10/01/2027 Common Stock 56,052 56,052 D
Employee Stock Option $4.47 (13) 10/01/2027 Common Stock 23,355 23,355 D
Explanation of Responses:
1. The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.
2. Mr. Rallo disclaims beneficial ownership of these shares.
3. These options became fully vested on October 1, 2014.
4. These options became fully vested on October 1, 2015.
5. These options became fully vested on October 1, 2016.
6. These options became fully vested on July 18, 2017.
7. These options became fully vested on October 1, 2017.
8. These options became fully vested on October 1, 2018.
9. 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.
10. 75% of the options were certified as vested on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
11. 18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of this option grant will vest each month for thirty months.
12. This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock
13. 15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.
Remarks:
/s/ Mark A. Shaffer, by power of attorney 04/25/2019
** 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.
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