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*
Murray Novelette

(Last) (First) (Middle)
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 Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2023
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 01/03/2023 M(1) 337 A $0 43,510 D
Common Stock 01/03/2023 M(2) 297 A $0 43,807 D
Common Stock 01/03/2023 M(3) 949 A $0 44,756 D
Common Stock 01/03/2023 M(4) 1,122 A $0 45,878 D
Common Stock 01/03/2023 J(5) 337 D $14.1 45,541 D
Common Stock 01/03/2023 J(6) 297 D $14.1 45,244 D
Common Stock 01/03/2023 J(7) 949 D $14.1 44,295 D
Common Stock 01/03/2023 J(8) 1,122 D $14.1 43,173 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 (9) 01/03/2023 M(10) 463 (11) 01/01/2024 Common Stock 463 $0 463 D
Employee Stock Option $6.69 (12) 12/03/2029 Common Stock 2,538 2,538 D
Employee Stock Option $6.69 (13) 12/03/2029 Common Stock 4,450 4,450 D
Employee Stock Grant (9) 01/03/2023 M(10) 463 (14) 01/01/2023 Common Stock 525 $0 0 D
Employee Stock Option $6.11 (15) 12/04/2028 Common Stock 1,344 1,344 D
Employee Stock Grant (9) (16) 09/30/2020 Common Stock 1,333 1,333 D
Employee Stock Option $10.3 (17) 12/20/2026 Common Stock 1,850 1,850 D
Employee Stock Option $10.3 (18) 12/20/2026 Common Stock 1,850 1,850 D
Employee Stock Grant (9) (19) 10/01/2020 Common Stock 554 554 D
Employee Stock Grant (9) (20) 10/01/2024 Common Stock 10,000 10,000 D
Employee Stock Option $9.46 (21) 12/01/2030 Common Stock 28,296 28,296 D
Employee Stock Option $9.46 (22) 12/01/2030 Common Stock 20,750 20,750 D
Employee Stock Grant (9) 01/03/2023 M(10) 1,475 (23) 01/01/2025 Common Stock 1,475 $0 2,950 D
Employee Stock Option $22.2 (24) 12/07/2031 Common Stock 6,190 6,190 D
Employee Stock Option $22.2 (22) 12/07/2031 Common Stock 6,190 6,190 D
Employee Stock Grant (9) 01/03/2023 M(10) 1,745 (25) 01/01/2026 Common Stock 1,745 $0 5,235 D
Employee Stock Grant (9) (26) 01/01/2026 Common Stock 6,980 6,980 D
Employee Stock Option $14 (27) 12/23/2032 Common Stock 8,320 8,320 D
Employee Stock Option $14 (28) 12/23/2032 Common Stock 8,320 8,320 D
Employee Stock Grant (9) (29) 01/01/2026 Common Stock 10,355 10,355 D
Employee Stock Grant (9) (30) 01/01/2027 Common Stock 10,355 10,355 D
Explanation of Responses:
1. Represents the net issuance of 337 shares from the vesting of 525 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 188 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).
2. Represents the net issuance of 297 shares from the vesting of 463 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 166 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).
3. Represents the net issuance of 949 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 526 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).
4. Represents the net issuance of 1,122 shares from the vesting of 1,745 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 623 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).
5. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 337 shares received by the reporting person in connection with the vesting of 525 restricted stock units.
6. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 297 shares received by the reporting person in connection with the vesting of 463 restricted stock units.
7. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 949 shares received by the reporting person in connection with the vesting of 1,475 restricted stock units.
8. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 1,122 shares received by the reporting person in connection with the vesting of 1,745 restricted stock units.
9. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
10. Represents the vesting of restricted stock units.
11. 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.
12. 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.
13. 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.
14. 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.
15. 12/48th of this option grant vested on January 1, 2020 and thereafter an additional 1/48th vests each month for thirty-six months.
16. These restricted stock units vest, if at all, based on the completion of the Issuer's strategic transformation as well as the Issuer's achievement of certain financial milestones.
17. These options become exercisable, if at all, based on the completion of the Issuer's strategic transformation as well as the Issuer's achievement of certain financial milestones.
18. 15/48th of this option grant vested on January 1, 2018 and thereafter, an additional 1/48th vests each month for thirty-three months.
19. These restricted stock units vest, if at all, based on the Issuer's achievement of certain financial milestones.
20. Twenty-five percent of this restricted stock unit grant will vest on October 1, 2021 and thereafter, an additional 1/4th will vest on each of October 1, 2022, October 1, 2023, and October 1, 2024.
21. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.
22. This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.
23. Twenty-five percent of this restricted stock unit grant vested 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.
24. 12/48th of this option grant will vest on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.
25. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026.
26. These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.
27. These options were granted on December 23, 2022 and become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
28. These options were granted on December 23, 2022. 12/48th will vest on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.
29. These restricted stock units were granted on December 23, 2022 and will vest, if at all, based on the Issuer's achievement of certain financial milestones.
30. These restricted stock units were granted on December 23, 2022. Twenty-five percent will vest on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.
Remarks:
/s/ Mark A. Shaffer, by power of attorney 01/04/2023
** 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).
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