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*
Daunt John

(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 Commercial Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/19/2020
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 02/19/2020 P 5,000 A $4.615 54,192 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 $8.17 (1) 10/27/2025 Common Stock 25,000 25,000 D
Employee Stock Option $6.63 (2) 10/01/2019 Common Stock 3,756 3,756 D
Employee Stock Option $6.63 (1) 03/24/2026 Common Stock 1,252 1,252 D
Employee Stock Option $10.3 (3) 10/01/2020 Common Stock 2,300 2,300 D
Employee Stock Option $10.3 (4) 12/20/2026 Common Stock 2,300 2,300 D
Employee Stock Grant (5) (6) 10/01/2027 Common Stock 3,465 3,465 D
Employee Stock Grant (5) (7) 10/01/2020 Common Stock 962 962 D
Employee Stock Option $6.75 (4) 07/01/2028 Common Stock 100,000 100,000 D
Employee Stock Grant (5) (6) 10/01/2028 Common Stock 4,834 4,834 D
Employee Stock Grant (5) (8) 10/01/2021 Common Stock 4,028 4,028 D
Employee Stock Grant (5) (6) 12/04/2028 Common Stock 3,350 3,350 D
Employee Stock Grant (5) (9) 10/01/2022 Common Stock 2,512 2,512 D
Employee Stock Option $6.11 (4) 12/04/2028 Common Stock 20,800 20,800 D
Employee Stock Option $6.11 (10) 10/01/2022 Common Stock 20,800 20,800 D
Employee Stock Grant (5) (11) 01/01/2024 Common Stock 16,300 16,300 D
Employee Stock Grant (5) (6) 01/01/2024 Common Stock 16,300 16,300 D
Employee Stock Option $6.69 (4) 12/03/2029 Common Stock 38,950 38,950 D
Employee Stock Option $6.69 (12) 12/03/2029 Common Stock 38,950 38,950 D
Explanation of Responses:
1. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
2. These options became fully vested on October 1, 2019.
3. 15/48th of this option grant will vest on January 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty three months.
4. 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.
5. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
6. 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.
7. Twenty-five percent of this restricted stock grant vested on January 1, 2018, October 1, 2018, and October 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on October 1, 2020.
8. Twenty-five percent of this restricted stock grant vested on April 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on July 1, 2019, October 1, 2020, and October 1, 2021.
9. 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.
10. 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.
11. Twenty-five percent of this restricted stock grant will vest on January 1, 2021 and thereafter 1/4th of the restricted stock grant will vest on each of January 1, 2022, January 1, 2023 and January 1, 2024.
12. 12/48th of this option grant will vest on January 1, 2021 and, thereafter, 1/48th of the option grant will vest each month for thirty-six months.
Remarks:
/s/ Mark A. Shaffer, by power of attorney 02/20/2020
** Signature of Reporting Person Date
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