Sec Form 4 Filing - Shaffer Mark A @ LIQUIDITY SERVICES INC - 2021-01-18

Insider filing report for Changes in Beneficial Ownership
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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
Shaffer Mark A
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 Legal Officer & Corp Sec
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUTIE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/18/2021
(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 01/18/2021 M( 1 ) 384 A $ 0 49,828 D
Common Stock 01/18/2021 M( 2 ) 2,610 A $ 0 52,438 D
Common Stock 01/18/2021 M( 3 ) 6,333 A $ 0 58,771 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 Grant ( 4 ) ( 5 ) 09/30/2020 Common Stock 3,806 3,806 D
Employee Stock Option $ 8.3 ( 6 ) 10/01/2026 Common Stock 5,250 5,250 D
Employee Stock Option $ 8.3 ( 7 ) 10/01/2026 Common Stock 5,250 5,250 D
Employee Stock Option $ 4.47 ( 8 ) 10/01/2027 Common Stock 7,296 7,296 D
Employee Stock Option $ 4.47 ( 9 ) 10/01/2027 Common Stock 2,533 2,533 D
Employee Stock Grant ( 4 ) 01/18/2021 M( 10 ) 744 ( 11 ) 10/01/2021 Common Stock 744 $ 0 0 D
Employee Stock Grant ( 4 ) ( 12 ) 10/01/2021 Common Stock 310 310 D
Employee Stock Option $ 6.11 ( 8 ) 10/01/2028 Common Stock 31,150 31,150 D
Employee Stock Grant ( 4 ) 01/18/2021 M( 10 ) 5,050 ( 11 ) 01/01/2023 Common Stock 5,050 $ 0 0 D
Employee Stock Option $ 6.11 ( 13 ) 10/01/2028 Common Stock 18,494 18,494 D
Employee Stock Grant ( 4 ) ( 14 ) 01/01/2023 Common Stock 2,525 2,525 D
Employee Stock Option $ 6.69 ( 8 ) 12/03/2029 Common Stock 29,200 29,200 D
Employee Stock Option $ 6.69 ( 15 ) 12/03/2029 Common Stock 29,200 29,200 D
Employee Stock Grant ( 4 ) 01/18/2021 M( 10 ) 12,250 ( 11 ) 01/01/2024 Common Stock 12,250 $ 0 0 D
Employee Stock Grant ( 4 ) ( 16 ) 01/01/2024 Common Stock 9,187 9,187 D
Employee Stock Option $ 9.46 ( 17 ) 12/01/2030 Common Stock 42,400 42,400 D
Employee Stock Option $ 9.46 ( 18 ) 12/01/2030 Common Stock 42,400 42,400 D
Employee Stock Grant ( 4 ) ( 19 ) 01/01/2025 Common Stock 7,650 7,650 D
Employee Stock Grant ( 4 ) ( 20 ) 01/01/2025 Common Stock 7,650 7,650 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shaffer Mark A
C/O LIQUIDITY SERVICES, INC.
6931 ARLINGTON ROAD, SUTIE 200
BETHESDA, MD20814
Chief Legal Officer & Corp Sec
Signatures
/s/ Mark A. Shaffer 01/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the net issuance of 384 shares from the vesting of 744 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 360 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
( 2 )Represents the net issuance of 2,610 shares from the vesting of 5,050 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 2,440 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
( 3 )Represents the net issuance of 6,333 shares from the vesting of 12,250 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 5,917 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
( 4 )Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
( 5 )These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 6 )These options became fully exercisable on October 1, 2020.
( 7 )These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.
( 8 )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
( 9 )15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.
( 10 )Represents the vesting of restricted stock units.
( 11 )These restricted stock units vest, 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.
( 12 )Twenty-five percent of this restricted stock unit grant vested on January 1, 2019 and thereafter, an additional 1/4th vests on each of October 1, 2019, October 1, 2020, and October 1, 2021.
( 13 )15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.
( 14 )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.
( 15 )12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months.
( 16 )Twenty-five percent of this restricted stock unit 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.
( 17 )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.
( 18 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.
( 19 )These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.
( 20 )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).

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