Sec Form 4 Filing - Dudley Gardner H @ LIQUIDITY SERVICES INC - 2016-11-01

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 Dudley Gardner H 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) Pres, Capital Assets Group (Last) (First) (Middle) C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/01/2016 (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 11/01/2016 J( 15 ) 5,527 A $ 8.56 26,405 D Common Stock 11/01/2016 S( 16 ) 2,307 D $ 8.56 24,098 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 (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 $ 13.35 ( 1 ) 06/16/2020 Common Stock 3,188 3,188 D Employee Stock Grant $ 15.47 ( 2 ) 11/30/2020 Common Stock 2,211 2,211 D Employee Stock Grant $ 21.99 ( 3 ) 11/27/2023 Common Stock 416 416 D Employee Stock Grant $ 21.99 ( 4 ) 11/27/2023 Common Stock 1,661 1,661 D Employee Stock Option $ 21.99 ( 5 ) 11/27/2023 Common Stock 3,519 3,519 D Employee Stock Option $ 21.99 ( 6 ) 11/27/2023 Common Stock 3,519 3,519 D Employee Stock Grant $ 13.57 11/01/2016 J( 15 ) 5,527 ( 7 ) 05/14/2024 Common Stock 11,054 $ 8.56 5,527 D Employee Stock Grant $ 12.57 ( 8 ) 10/27/2024 Common Stock 12,500 12,500 D Employee Stock Grant $ 10.41 ( 9 ) 10/01/2024 Common Stock 24,291 24,291 D Employee Stock Option $ 10.41 ( 10 ) 10/01/2024 Common Stock 7,338 7,338 D Employee Stock Grant $ 6.63 ( 11 ) 10/01/2025 Common Stock 15,386 15,386 D Employee Stock Grant $ 5.11 ( 12 ) 10/01/2025 Common Stock 5,129 5,129 D Employee Stock Option $ 6.63 ( 13 ) 10/01/2025 Common Stock 11,245 11,245 D Employee Stock Option $ 6.63 ( 14 ) 10/01/2025 Common Stock 2,811 2,811 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dudley Gardner H C/O LIQUIDITY SERVICES, INC. 1920 L STREET, N.W., 6TH FLOOR WASHINGTON, DC20036 Pres, Capital Assets Group Signatures /s/ Mark A. Shaffer, by power of attorney 11/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options became fully vested on June 1, 2014. ( 2 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. ( 3 )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. ( 4 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones. ( 5 )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. ( 6 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones. ( 7 )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. ( 8 )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. ( 9 )Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years. ( 10 )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. ( 11 )Twenty-five percent of this restricted stock grant vested on October 1, 2016 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, 2016 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 )Represents the vesting of restricted stock ( 16 )Represents reporting person's advance election to sell to cover tax obligations 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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