SEC Filing | Liquidity Services

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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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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

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)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/01/2021		M⁽¹⁾		1,022	A	$0	59,714	D
Common Stock	01/01/2021		M⁽²⁾		472	A	$0	60,186	D
Common Stock	01/01/2021		M⁽³⁾		2,302	A	$0	62,488	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$8.17							⁽⁴⁾	10/27/2025	Common Stock	2,500		2,500	D
Employee Stock Option	$6.63							⁽⁵⁾	10/01/2025	Common Stock	3,756		3,756	D
Employee Stock Option	$6.63							⁽⁴⁾	03/24/2026	Common Stock	1,252		1,252	D
Employee Stock Option	$10.3							⁽⁶⁾	12/20/2026	Common Stock	2,300		2,300	D
Employee Stock Option	$10.3							⁽⁷⁾	12/20/2026	Common Stock	2,300		2,300	D
Employee Stock Grant	⁽⁸⁾	01/01/2021		M⁽⁹⁾			1,809	⁽¹⁰⁾	10/01/2027	Common Stock	3,465	$0	1,656	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁰⁾	10/01/2028	Common Stock	4,834		4,834	D
Employee Stock Grant	⁽⁸⁾							⁽¹¹⁾	10/01/2021	Common Stock	2,014		2,014	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁰⁾	12/04/2028	Common Stock	3,350		3,350	D
Employee Stock Grant	⁽⁸⁾	01/01/2021		M⁽⁹⁾			837	⁽¹²⁾	01/01/2023	Common Stock	2,512	$0	1,675	D
Employee Stock Option	$6.11							⁽⁷⁾	12/04/2028	Common Stock	20,000		20,000	D
Employee Stock Option	$6.11							⁽¹³⁾	10/01/2022	Common Stock	20,000		20,000	D
Employee Stock Grant	⁽⁸⁾	01/01/2021		M⁽⁹⁾			4,075	⁽¹⁴⁾	01/01/2024	Common Stock	16,300	$0	12,225	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁰⁾	01/01/2024	Common Stock	16,300		16,300	D
Employee Stock Option	$6.58							⁽⁷⁾	04/30/2029	Common Stock	20,000		20,000	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁰⁾	04/30/2023	Common Stock	15,000		15,000	D
Employee Stock Option	$6.58							⁽¹⁵⁾	05/01/2029	Common Stock	20,000		20,000	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁶⁾	05/01/2023	Common Stock	15,000		11,250	D
Employee Stock Option	$6.69							⁽⁷⁾	12/03/2029	Common Stock	38,950		38,950	D
Employee Stock Option	$6.69							⁽¹⁷⁾	12/03/2029	Common Stock	38,950		38,950	D
Employee Stock Grant	⁽⁸⁾							⁽¹⁸⁾	01/01/2025	Common Stock	30,000		30,000	D
Employee Stock Option	$9.46							⁽¹⁹⁾	12/01/2030	Common Stock	61,200		61,200	D
Employee Stock Option	$9.46							⁽²⁰⁾	12/01/2030	Common Stock	61,200		61,200	D
Employee Stock Grant	⁽⁸⁾							⁽²¹⁾	01/01/2025	Common Stock	11,050		11,050	D
Employee Stock Grant	⁽⁸⁾							⁽²²⁾	01/01/2025	Common Stock	11,050		11,050	D

Explanation of Responses:

1. Represents the net issuance of 1,022 shares from the vesting of 1,809 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 787 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 472 shares from the vesting of 837 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 365 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 2,302 shares from the vesting of 4,075 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 1,773 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. These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.

5. These options became fully exercisable on October 1, 2019.

6. These options became fully exercisable on October 1, 2020.

7. These options become 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.

8. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

9. Represents the vesting of Restricted Stock Units.

10. 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.

11. Twenty-five percent of this restricted stock unit grant vested on April 1, 2019 and thereafter, an additional 1/4th vests on each of July 1, 2019, October 1, 2020, and October 1, 2021.

12. Twenty-five percent of this restricted stock unit grant vested on January 1, 2020 and thereafter, an additional 1/4th vests on each of January 1, 2021, January 1, 2022, and January 1, 2023.

13. 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.

14. Twenty-five percent of this restricted stock unit grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024.

15. Twenty-five percent of this restricted stock unit grant vested on May 1, 2020 and thereafter, an additional 1/4th vests on each of May 1, 2021, May 1, 2022 and May 1, 2023.

16. 12/48th of this option grant vested on May 1, 2020 and thereafter, an additional 1/4th will vest on each of May 1, 2021, May 1, 2022 and May 1, 2023.

17. 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.

18. These restricted stock units vest, if at all, based on certain commercial contribution margin milestones of the issuer.

19. 12/48th of this option grant will vest on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

20. This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

21. These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

22. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	01/05/2021
	** 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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