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*
Celaya Jorge

(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)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
10/01/2019
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 10/01/2019 M(1) 22,732 A $0 54,772 D
Common Stock 10/01/2019 M(2) 3,293 A $0 58,065 D
Common Stock 10/01/2019 M(3) 1,727 A $0 59,792 D
Common Stock 10/01/2019 M(4) 1,260 A $0 61,052 D
Common Stock 10/01/2019 M(5) 270 A $0 61,322 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 Grant (6) 10/01/2019 M(7) 43,724 (8) 10/01/2019 Common Stock 43,724 $0 0 D
Employee Stock Grant (6) 10/01/2019 M(7) 6,335 (9) 10/01/2019 Common Stock 6,335 $0 0 D
Employee Stock Grant (6) (10) 10/01/2025 Common Stock 1,584 1,584 D
Employee Stock Option $6.63 (11) 10/01/2019 Common Stock 13,891 13,891 D
Employee Stock Option $6.63 (12) 10/01/2025 Common Stock 3,473 3,473 D
Employee Stock Grant (6) 10/01/2019 M(7) 3,322 (9) 10/01/2019 Common Stock 3,322 $0 0 D
Employee Stock Grant (6) 10/01/2019 M(7) 2,425 (13) 10/01/2020 Common Stock 4,850 $0 2,425 D
Employee Stock Grant (6) (10) 10/01/2026 Common Stock 6,644 6,644 D
Employee Stock Option $8.3 (14) 10/01/2020 Common Stock 5,750 5,750 D
Employee Stock Option $8.3 (15) 10/01/2026 Common Stock 5,750 5,750 D
Employee Stock Option $4.47 (16) 10/01/2027 Common Stock 30,420 30,420 D
Employee Stock Grant (6) (17) 10/01/2027 Common Stock 1,248 1,248 D
Employee Stock Option $4.47 (18) 10/01/2021 Common Stock 20,280 20,280 D
Employee Stock Grant (6) 10/01/2019 M(7) 520 (19) 10/01/2021 Common Stock 1,560 $0 1,040 D
Employee Stock Grant (6) (17) 10/01/2028 Common Stock 5,900 5,900 D
Employee Stock Grant (6) (20) 10/01/2022 Common Stock 5,900 5,900 D
Employee Stock Option $6.11 (16) 10/01/2028 Common Stock 36,500 36,500 D
Employee Stock Option $6.11 (21) 10/01/2022 Common Stock 36,500 36,500 D
Explanation of Responses:
1. Represents the net issuance of 22,732 shares from the vesting of 43,724 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 20,992 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
2. Represents the net issuance of 3,293 shares from the vesting of 6,335 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 3,042 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
3. Represents the net issuance of 1,727 shares from the vesting of 3,322 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 1,595 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
4. Represents the net issuance of 1,260 shares from the vesting of 2,425 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 1,165 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
5. Represents the net issuance of 270 shares from the vesting of 520 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 250 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
6. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
7. Represents the vesting of restricted stock.
8. Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire.
9. 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.
10. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
11. These options became fully vested on October 1, 2019.
12. 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.
13. Twenty-five percent of this restricted stock grant vested on April 1, 2018, October 1, 2018 and October 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on October 1, 2020.
14. 18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
15. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
16. 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.
17. These restricted stock units vest, 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.
18. 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.
19. Twenty-five percent of this restricted stock grant vested on January 1, 2019 and October 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, and October 1, 2021.
20. Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022.
21. 15/48th of this option grant will vest on January 1, 2020 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 10/02/2019
** 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).
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