Sec Form 4 Filing - Kohn Kevin T. @ LIVEPERSON INC - 2010-03-03

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 Kohn Kevin T. 2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [ LPSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former EVP, Marketing (Last) (First) (Middle) C/O LIVEPERSON, INC., 462 SEVENTH AVENUE, 3RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2010 (Street) NEW YORK, NY10018 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 03/03/2010 M 10,000 A $ 1.97 10,000 D Common Stock 03/03/2010 S( 1 ) 10,000 D $ 7.5 0 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 Stock Option (right to buy) $ 1.97 03/03 /2010 M 10,000 ( 2 ) 11/16/2014 Common Stock 10,000 $ 0 100,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kohn Kevin T. C/O LIVEPERSON, INC. 462 SEVENTH AVENUE, 3RD FLOOR NEW YORK, NY10018 Former EVP, Marketing Signatures /s/ Monica L. Greenberg, attorney-in-fact 03/05/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 10, 2009. ( 2 )The option is fully vested and currently exercisable.

Remarks: Kevin T. Kohn, who served as the company's Executive Vice President of Marketing from September 2004 through February 2010, and was a named executive officer of the company since April 2008, has been selected to build and lead a new, Mid-Market solutions team within the company's business operations. Effective as of February 8, 2010, Mr. Kohn will no longer perform his previous marketing and product development functions for the company and accordingly, will cease to serve as an executive officer of the company as defined in Rule 3b-7 promulgated under the Securities Exchange Act. He is no longer subject to Section 16 reporting.

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).

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