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)
Chief Financial 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)
Code V Amount (A) or (D) Price
Common Stock 01/01/2021 M(1) 2,227 A $0 67,351 D
Common Stock 01/01/2021 M(2) 720 A $0 68,071 D
Common Stock 01/01/2021 M(3) 2,767 A $0 70,838 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 $6.63 (4) 10/01/2025 Common Stock 13,891 13,891 D
Employee Stock Option $6.63 (5) 10/01/2025 Common Stock 3,473 3,473 D
Employee Stock Grant (6) 01/01/2021 M(7) 4,559 (8) 10/01/2026 Common Stock 6,644 $0 2,085 D
Employee Stock Option $8.3 (9) 10/01/2026 Common Stock 5,750 5,750 D
Employee Stock Option $8.3 (10) 10/01/2026 Common Stock 5,750 5,750 D
Employee Stock Option $4.47 (11) 10/01/2027 Common Stock 30,420 30,420 D
Employee Stock Grant (6) (12) 10/01/2021 Common Stock 1,248 1,248 D
Employee Stock Option $4.47 (13) 10/01/2027 Common Stock 20,280 20,280 D
Employee Stock Grant (6) (14) 10/01/2021 Common Stock 520 520 D
Employee Stock Grant (6) (12) 10/01/2023 Common Stock 5,900 5,900 D
Employee Stock Grant (6) 01/01/2021 M(7) 1,475 (15) 01/01/2023 Common Stock 4,425 $0 2,950 D
Employee Stock Option $6.11 (11) 12/04/2028 Common Stock 36,500 36,500 D
Employee Stock Option $6.11 (16) 12/04/2028 Common Stock 36,500 36,500 D
Employee Stock Option $6.69 (11) 12/03/2029 Common Stock 54,000 54,000 D
Employee Stock Option $6.69 (17) 12/03/2029 Common Stock 54,000 54,000 D
Employee Stock Grant (6) (12) 01/01/2024 Common Stock 22,650 22,650 D
Employee Stock Grant (6) 01/01/2021 M(7) 5,663 (18) 01/01/2024 Common Stock 22,650 $0 16,987 D
Employee Stock Option $9.46 (19) 12/01/2030 Common Stock 55,050 55,050 D
Employee Stock Option $9.46 (20) 12/01/2030 Common Stock 55,050 55,050 D
Employee Stock Grant (6) (21) 01/01/2025 Common Stock 9,950 9,950 D
Employee Stock Grant (6) (22) 01/01/2025 Common Stock 9,950 9,950 D
Explanation of Responses:
1. Represents the net issuance of 2,227 shares from the vesting of 4,559 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 2,332 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 720 shares from the vesting of 1,475 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 755 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 2,767 shares from the vesting of 5,663 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 2,896 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 became fully exercisable on October 1, 2019.
5. 75% of these options became exercisable on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
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 units.
8. These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.
9. These options became fully exercisable on October 1, 2020.
10. These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.
11. 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.
12. 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.
13. 15/48th of this option grant vested on January 1, 2019 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, 2019 and thereafter, an additional 1/4th vests on each of October 1, 2019, October 1, 2020, and October 1, 2021.
15. 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.
16. 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.
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. 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.
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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