Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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Schedule 13G Information to be included in statements filed pursuant to
13d-1(b), (c), and (d) and amendments thereto filed pursuant
to 240.13d-2.
Securities and Exchange Commission, Washington, D.C. 20549
Schedule 13G/A
Under the Securities Exchange Act of 1934
(Amendment No._)*
(Liquidity Services, Inc.)
(Common stock)
(53635B107)
(December 31, 2021)
Check the appropriate box to designate the rule pursuant to which this
schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 53635B107
(1) Names of reporting persons: FORUM CAPITAL PARTNERS LP
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: PENNSYLVANIA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,200,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,200,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,200,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.2% (a)
(12) Type of reporting person: PN
*(a) based on 35,491,056 shares of common stock of the issuer
outstanding as of 12/06/2021.
CUSIP No. 53635B107
(1) Names of reporting persons: STALEY CAPITAL ADVISERS, INC.
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: PENNSYLVANIA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,200,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,200,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,200,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.2% (a)
(12) Type of reporting person: IA
*(a) based on 35,491,056 shares of common stock of the issuer
outstanding as of 12/06/2021.
CUSIP No. 53635B107
(1) Names of reporting persons: JOHN A STALEY, IV
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,200,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,200,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,200,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.2% (a)
(12) Type of reporting person: IN
*(a) based on 35,491,056 shares of common stock of the issuer outstanding
as of 12/6/2021.
CUSIP No. 53635B107
(1) Names of reporting persons: WILLIAM F. STOTZ
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,223,800
(6) Shared voting power: 0
(7) Sole dispositive power: 2,223,800
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,223,800
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.3% (a)
(12) Type of reporting person: IN
*(a) based on 35,491,056 shares of common stock of the issuer outstanding
as of 12/6/2021.
CUSIP No. 53635B107
(1) Names of reporting persons: JAMES D. ROBERGE
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,306,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,306,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,306,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.5% (a)
(12) Type of reporting person: IN
*(a) based on 35,491,056 shares of common stock of the issuer outstanding
as of 12/6/2021.
CUSIP No. 53635B107
(1) Names of reporting persons: BRIAN M. MCINERNEY
(2) Check the appropriate box if a member of a group (a) (b)
(3) SEC use only
(4) Citizenship or place of organization: USA
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power: 2,200,000
(6) Shared voting power: 0
(7) Sole dispositive power: 2,200,000
(8) Shared dispositive power: 0
(9) Aggregate amount beneficially owned by each reporting person: 2,200,000
(10) Check if the aggregate amount in Row (9) excludes certain shares:
(11) Percent of class represented by amount in Row (9): 6.2% (a)
(12) Type of reporting person: IN
*(a) based on 35,491,056 shares of common stock of the issuer outstanding
as of 12/6/2021.
Item 1(a) Name of issuer: LIQUIDITY SERVICES, INC.
Item 1(b) Address of issuer's principal executive offices:
6931 ARLINGTON ROAD SUITE 200, BETHESDA, MD 20814
2(a) Name of person filing:
This statement is jointly filed by Forum Capital Partners LP ("Forum");
Staley Capital Advisers, Inc. ("Staley Capital"), a Pennsylvania
corporation and federally registered investment adviser that serves as
the general partner to Forum; John A. Staley, IV ("Mr. Staley"); William
F. Stotz ("Mr. Stotz"); James D. Roberge ("Mr. Roberge") and Brian M. McInerney
("Mr. McInerney"). Each of the foregoing is referred to as a "Reporting Person"
and collectively as "Reporting Persons."
Mr. Staley is the President of Staley Capital; Mr. Stotz
is a Managing Director of Staley Capital; and Mr. Roberge and
Mr. McInerney are each Senior Managing Directors of Staley Capital.
Mr. Staley, Mr. Stotz, Mr. Roberge, and Mr. McInerney as "Controlling
Persons of Staley Capital", may be deemed, pursuant
to Rule 13d-3 of the Securities Exchange Act of 1934, as amended, to be the
beneficial owners of all shares of Common Stock owned by Staley Capital clients
for whom Staley Capital exercises discretion with respect to voting or
disposition of shares. The Reporting Persons have entered into a Joint
Filing Agreement, dated January 31, 2022, a copy of which is filed with
this Schedule 13G as Exhibit A, pursuant to which the Reporting Persons
have agreed to file this statement jointly in accordance with the provisions
of Rule 13d-1(k)(1) under the Securities & Exchange Act of 1934.
2(b) Address or principal business office or, if none,
residence:
The principal business address of Forum Capital Partners, LP; Staley
Capital Advisers, Inc.; Mr. Staley; Mr. Stotz, Mr. Roberge; and Mr. McInerney
is Staley Capital Advisers, Inc., One Oxford Centre, Suite 3950, Pittsburgh, PA
15219.
2(c) Citizenship:
Forum Capital Partners LP is a limited partnership organized under the
laws of the Commonwealth of Pennsylvania. Staley Capital Advisers, Inc.
is a corporation organized under the laws of the Commonwealth of
Pennsylvania. Mr. Staley, Mr. Stotz, Mr. Roberge, and Mr. McInerney are
each citizens of the United States of America.
2(d) Title of class of securities: COMMON STOCK
2(e) CUSIP No.: 53635B107
Item 3: If this statement is filed pursuant to 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
NOT APPLICABLE
(a) [ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [ ] An investment adviser in accordance with 240.13d-
1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with 240.13d-
1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(K). If
filing as a non-U.S. institution in accordance with 240.13d-
1(b)(1)(ii)(J), please specify the type of institution:
Item 4. Ownership
The information set forth in rows 5 through 11 in the Cover Pages
hereto for each of the Reporting Persons is incorporated herein
by reference. All ownership information reported on the Cover
Pages is as of December 31, 2021.
Staley Capital Advisers, Inc. does not directly own any shares
of common stock of the issuer. As the general partner to Forum
and as investment adviser to certain separately managed
accounts, Staley Capital may be deemed to beneficially own the
shares reported herein. Similarly, Mr. Staley, Mr. Stotz, Mr. Roberge,
and Mr. McInerney as Controlling Persons of Staley Capital,
may be deemed to beneficially own the shares reported herein.
Staley Capital, Mr. Staley, Mr. Stotz, Mr. Roberge, and Mr. McInerney
expressly disclaim beneficial ownership of the issuer's common stock
reported herein, with the following exceptions: 1) Mr. Stotz
is the beneficial owner of 23,800 shares of LQDT common stock,
and 2) Mr. Roberge is the beneficial owner of 106,000 shares of
LQDT common stock.
Item 5. Ownership of 5 Percent or Less of a Class. NOT
APPLICABLE
Item 6. NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person. NOT APPLICABLE
Item 8. Identification and Classification of Members of the
Group NOT APPLICABLE
Item 9. Notice of Dissolution of Group. NOT APPLICABLE
Item 10. Certifications:
(a) The following certification shall be included if the statement is
filed pursuant to 240.13d-1(b):
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination
under Section 240.14a-11.
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and accurate.
/JOHN A. STALEY, IV/
-------------------------------
Forum Capital Partners LP, by John A. Staley IV, President of
Staley Capital Advisers, Inc., the general partner of Forum
Capital Partners LP
/JOHN A. STALEY, IV/
-------------------------------
Staley Capital Advisers, Inc., by John A. Staley IV, President
/JOHN A. STALEY, IV/
-------------------------------
John A. Staley IV, President, Staley Capital Advisers, Inc.
/WILLIAM F. STOTZ/
-------------------------------
William F. Stotz, Managing Director, Staley Capital Advisers, Inc.
/JAMES D. ROBERGE/
-------------------------------
James D. Roberge, Senior Managing Director, Staley Capital Advisers, Inc.
/BRIAN M. MCINERNEY/
-------------------------------
Brian M. McInerney, Senior Managing Director, Staley Capital Advisers, Inc.
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree as follows:
(i) The statement on Schedule 13G, and any amendments
thereto, to which this Agreement is annexed as Exhibit A,
is and will be filed on behalf of each of them in
accordance with the provisions of Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended; and
(ii) Each of them is responsible for the timely filing of such
Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning
such person therein, but none of them is responsible for
the completeness and accuracy of the information
concerning the other persons making the filing, unless
such person knows or has reason to believe that such
information is inaccurate.
Dated: January 31, 2022
/JOHN A. STALEY, IV/
-------------------------------
Forum Capital Partners LP, by John A. Staley IV, President of
Staley Capital Advisers, Inc., the general partner of Forum
Capital Partners LP
/JOHN A. STALEY, IV/
-------------------------------
Staley Capital Advisers, Inc., by John A. Staley IV, President
/JOHN A. STALEY, IV/
-------------------------------
John A. Staley IV, President, Staley Capital Advisers, Inc.
/WILLIAM F. STOTZ/
-------------------------------
William F. Stotz, Managing Director, Staley Capital Advisers, Inc.
/JAMES D. ROBERGE/
-------------------------------
James D. Roberge, Senior Managing Director, Staley Capital Advisers, Inc.
/BRIAN M. MCINERNEY/
-------------------------------
Brian M. McInerney, Senior Managing Director, Staley Capital Advisers, Inc.