Sec Form 4 Filing - Rozdilsky Nicholas @ LIQUIDITY SERVICES INC - 2021-05-07

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Rozdilsky Nicholas 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 Marketing Officer (Last) (First) (Middle) C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/07/2021 (Street) BETHESDA, MD20814 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 05/07/2021 S 6,176 D $ 24.43 18,750 D Common Stock 05/10/2021 M( 1 ) 4,343 A $ 6.69 ( 2 ) 23,093 D Common Stock 05/10/2021 S 3,900 D $ 24.81 19,193 D Common Stock 05/11/2021 S 443 D $ 24.06 18,750 D Common Stock 05/11/2021 S 18,354 D $ 26.75 396 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 Restricted Stock Grant ( 3 ) ( 4 ) 08/01/2022 Common Stock 18,750 18,750 D Employee Stock Option $ 6.95 ( 5 ) 08/01/2028 Common Stock 25,000 25,000 D Employee Stock Grant ( 3 ) ( 6 ) 01/01/2023 Common Stock 2,100 2,100 D Employee Stock Option $ 6.11 05/10/2021 M( 7 ) 3,153 ( 8 ) 12/04/2028 Common Stock 16,103 $ 0 12,950 D Employee Stock Option $ 6.11 ( 9 ) 12/04/2028 Common Stock 25,900 25,900 D Employee Stock Grant ( 3 ) ( 10 ) 01/01/2024 Common Stock 9,187 9,187 D Employee Stock Option $ 6.69 05/10/2021 M( 7 ) 7,192 ( 8 ) 12/03/2029 Common Stock 29,200 $ 0 22,008 D Employee Stock Option $ 6.69 ( 11 ) 12/03/2029 Common Stock 29,200 29,200 D Employee Stock Option $ 9.46 ( 12 ) 12/01/2030 Common Stock 38,800 38,800 D Employee Stock Option $ 9.46 ( 13 ) 12/01/2030 Common Stock 38,800 38,800 D Employee Stock Grant ( 3 ) ( 14 ) 01/01/2025 Common Stock 7,000 7,000 D Employee Stock Grant ( 3 ) ( 15 ) 01/01/2025 Common Stock 7,000 7,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rozdilsky Nicholas C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD20814 Chief Marketing Officer Signatures /s/ Mark A. Shaffer, by power of attorney 05/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person exercised 10,345 stock options on a share withhold basis. 6,002 shares were withheld to cover the cost of the options as well as related taxes resulting in a net amount of 4,343 shares acquired. ( 2 )The reporting person exercised a total 10,345 options, 3,153 of which had an exercise price of $6.11 and 7,192 of which had an exercise price of $6.69. ( 3 )Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. ( 4 )Twenty-five percent of this restricted stock grant vested on August 1, 2019 and thereafter, an additional 1/4th will vest on each of August 1, 2020, August 1, 2021, and August 1, 2022. ( 5 )Twenty-five percent of this option grant vested on August 1, 2019 and thereafter, an additional 1/48th will vest each month for thirty-six months. ( 6 )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. ( 7 )Represents the exercise of stock options. ( 8 )This option becomes 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. ( 9 )15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months. ( 10 )Twenty-five percent of this restricted stock 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. ( 11 )12/48th of this option grant vested on January 1, 2021 and, thereafter, an additional 1/48th vests each month for thirty-six months. ( 12 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. ( 13 )12/48th of this option grant will vest on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months. ( 14 )These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. ( 15 )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.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.