Sec Form 4 Filing - Lutz Michael @ LIQUIDITY SERVICES INC - 2020-10-05

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 Lutz Michael 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) VP, Human Resources (Last) (First) (Middle) C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 10/05/2020 (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 48,898 D Common Stock 13,395 I By Michael Lutz 401k

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 $ 38.09 ( 1 ) 09/24/2021( 2 ) Common Stock 984 984 D Employee Stock Option $ 21.99 ( 3 ) 09/24/2021 Common Stock 4,151 4,151 D Employee Stock Option $ 10.41 ( 4 ) 09/24/2021 Common Stock 5,526 5,526 D Employee Stock Option $ 6.63 ( 5 ) 09/24/2021 Common Stock 7,939 7,939 D Employee Stock Option $ 6.63 ( 6 ) 09/24/2021 Common Stock 1,985 1,985 D Employee Stock Option $ 8.3 ( 7 ) 09/24/2021 Common Stock 2,950 2,950 D Employee Stock Option $ 8.3 ( 8 ) 09/24/2021 Common Stock 2,950 2,950 D Employee Stock Option $ 4.47 ( 9 ) 09/24/2021 Common Stock 10,880 10,880 D Employee Stock Option $ 4.47 ( 7 ) 09/24/2021 Common Stock 16,320 16,320 D Employee Stock Option $ 6.11 ( 10 ) 09/24/2021 Common Stock 27,800 27,800 D Employee Stock Option $ 6.11 ( 7 ) 09/24/2021 Common Stock 27,800 27,800 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lutz Michael C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD20814 VP, Human Resources Signatures /s/ Mark A. Shaffer, by power of attorney 10/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options became fully vested and exercisable on October 1, 2016. ( 2 )As of September 25, 2020 (the "Departure Date"), Mr. Lutz is no longer an officer of Liquidity Services, Inc. (the "Issuer"). Pursuant to the Issuer's Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan, Mr. Lutz may exercise his options that were vested as of the Departure Date for the twelve-month period following the Departure Date. ( 3 )These options became fully vested and exercisable on October 1, 2017. ( 4 )These options became fully vested and exercisable on October 1, 2018. ( 5 )These options became fully vested and exercisable on October 1, 2019. ( 6 )These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones. ( 7 )These options become 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. ( 8 )47/48th of this option grant was vested as of the Departure Date. ( 9 )35/48th of this option grant was vested as of the Departure Date. ( 10 )23/48th of this option grant was vested as of the Departure Date.

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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