Sec Form 4 Filing - Rallo James M @ LIQUIDITY SERVICES INC - 2016-07-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rallo James M
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)
President RSCG
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2016
(Street)
WASHINGTON, DC20036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01/2016 J( 24 ) 3,054 A $ 7.92 3,054 D
Common Stock 07/01/2016 S( 25 ) 3,054 D $ 7.92 0 D
Common Stock 15,039 ( 1 ) I By James M. Rallo 401k
Common Stock 8,000 I By James M. Rallo IRA
Common Stock 685 I By James M. Rallo Cust. Michael Rallo MD UTMA ( 2 )
Common Stock 460 I By James M. Rallo Cust. Melissa Rallo MD UTMA
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 $ 7.48 ( 3 ) 10/01/2018 Common Stock 2,338 2,338 D
Employee Stock Option $ 15.47 ( 4 ) 10/01/2020 Common Stock 6,678 6,678 D
Employee Stock Grant $ 15.47 ( 5 ) 10/01/2020 Common Stock 5,527 5,527 D
Employee Stock Option $ 31.11 ( 6 ) 10/01/2021 Common Stock 12,358 12,358 D
Employee Stock Grant $ 38.09 ( 7 ) 10/01/2022 Common Stock 1,251 1,251 D
Employee Stock Option $ 38.09 ( 8 ) 10/01/2022 Common Stock 3,335 3,335 D
Employee Stock Grant $ 29.47 07/01/2016 J( 24 ) 3,054 ( 9 ) 07/18/2023 Common Stock 6,108 $ 7.92 3,054 D
Employee Stock Option $ 29.47 ( 10 ) 07/18/2023 Common Stock 24,871 24,871 D
Employee Stock Grant $ 21.99 ( 11 ) 10/01/2023 Common Stock 2,346 2,346 D
Employee Stock Grant $ 21.99 ( 12 ) 10/01/2023 Common Stock 4,691 4,691 D
Employee Stock Option $ 21.99 ( 13 ) 10/01/2023 Common Stock 9,938 9,938 D
Employee Stock Option $ 21.99 ( 14 ) 10/01/2023 Common Stock 9,938 9,938 D
Employee Stock Grant $ 13.57 ( 15 ) 05/14/2024 Common Stock 22,108 22,108 D
Employee Stock Grant $ 10.41 ( 16 ) 10/01/2024 Common Stock 38,584 38,584 D
Employee Stock Grant $ 10.41 ( 17 ) 10/01/2024 Common Stock 15,434 15,434 D
Employee Stock Option $ 10.41 ( 18 ) 10/01/2024 Common Stock 12,675 12,675 D
Employee Stock Option $ 10.41 ( 19 ) 10/01/2024 Common Stock 3,169 3,169 D
Employee Stock Grant $ 6.63 ( 20 ) 10/01/2025 Common Stock 25,520 25,520 D
Employee Stock Grant $ 6.63 ( 21 ) 10/01/2025 Common Stock 6,380 6,380 D
Employee Stock Option $ 6.63 ( 22 ) 10/01/2025 Common Stock 13,987 13,987 D
Employee Stock Option $ 6.63 ( 23 ) 10/01/2025 Common Stock 3,497 3,497 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rallo James M
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR
WASHINGTON, DC20036
President RSCG
Signatures
/s/ Mark A. Shaffer, by power of attorney 07/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.
( 2 )Mr. Rallo disclaims beneficial ownership of these shares.
( 3 )These options became fully vested on October 1, 2013.
( 4 )These option s became fully vested on October 1, 2014.
( 5 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 6 )These options became fully vested on October 1, 2015.
( 7 )Twenty-five percent of this restricted stock grant vested on October 1, 2013 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
( 8 )Twenty-five percent of this option grant vested on October 1, 2013 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 9 )Twenty-five percent of this restricted stock grant vested on July 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on July 1 of each year for three years.
( 10 )Twenty-five percent of this option grant vested on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 11 )Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
( 12 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 13 )Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 14 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 15 )Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.
( 16 )Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
( 17 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 18 )Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 19 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 20 )Twenty-five percent of this restricted stock grant will vest on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
( 21 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 22 )Twenty-five percent of this option grant will vest on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 23 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 24 )Represents the vesting of restricted stock.
( 25 )Represents reporting person's advance election to sell upon vesting such restricted shares

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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