Sec Form 4 Filing - Shaffer Mark A @ LIQUIDITY SERVICES INC - 2022-08-12

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) 08/12/2022 (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 08/12/2022 M( 1 ) 2,280 A $ 4.47 42,001 D Common Stock 08/12/2022 M( 2 ) 9,734 A $ 6.11 51,735 D Common Stock 08/12/2022 M( 3 ) 4,866 A $ 6.69 56,601 D Common Stock 08/12/2022 M( 4 ) 378 A $ 9.46 56,979 D Common Stock 08/12/2022 F( 5 ) 5,499 D $ 19.24 51,480 D Common Stock 08/12/2022 M( 6 ) 11,087 A $ 9.46 62,567 D Common Stock 08/12/2022 S 11,087 D $ 19.45 51,480 D Common Stoc k 08/12/2022 M( 7 ) 1,430 A $ 6.69 52,910 D Common Stock 08/12/2022 M( 8 ) 4,294 A $ 9.46 57,204 D Common Stock 08/12/2022 S 5,724 D $ 19.43 51,480 D Common Stock 08/15/2022 S 24,722 D $ 19.42 26,758 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 ( 9 ) ( 10 ) 09/30/2020 Common Stock 3,806 3,806 D Employee Stock Option $ 4.47 08/12/2022 M 2,280 ( 11 ) 12/11/2027 Common Stock 2,280 $ 0 0 D Employee Stock Option $ 6.11 08/12/2022 M 9,734 ( 12 ) 12/04/2028 Common Stock 12,979 $ 0 3,245 D Employee Stock Grant ( 9 ) ( 13 ) 01/01/2023 Common Stock 1,262 1,262 D Employee Stock Option $ 6.69 08/12/2022 M 9,125 ( 14 ) 12/03/2029 Common Stock 19,467 $ 0 10,342 D Employee Stock Grant ( 9 ) ( 15 ) 01/01/2024 Common Stock 6,125 6,125 D Employee Stock Option $ 9.46 08/12/2022 M 16,783 ( 16 ) 12/01/2030 Common Stock 42,400 $ 0 25,617 D Employee Stock Option $ 9.46 08/12/2022 M 42,400 ( 11 ) 12/01/2030 Common Stock 42,400 $ 0 0 D Employee Stock Grant ( 9 ) ( 17 ) 01/01/2025 Common Stock 5,737 5,737 D Employee Stock Option $ 22.2 ( 18 ) 12/07/2031 Common Stock 7,740 7,740 D Employee Stock Option $ 22.2 ( 19 ) 12/07/2031 Common Stock 7,740 7,740 D Employee Stock Grant ( 9 ) ( 20 ) 01/01/2026 Common Stock 8,720 8,720 D Employee Stock Grant ( 9 ) ( 21 ) 01/01/2026 Common Stock 8,720 8,720 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 08/15/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction reflects an exercise of 2,280 options (the "2017 Options") granted under the Liquidity Services, Inc. Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (as amended, the "Plan") and that certain Stock Option Agreement, dated December 11, 2017, by and between the issuer and the reporting person. ( 2 )This transaction reflects an exercise of 9,734 options (the "2018 Options") granted under the Plan and that certain Stock Option Agreement, dated December 4, 2018, by and between the issuer and the reporting person. ( 3 )This transaction reflects an exercise of 4,866 options (the "2019 Options") granted under the Plan and that certain Stock Option Agreement, dated December 3, 2019 (the "2019 Agreement"), by and between the issuer and the reporting person. ( 4 )This transaction reflects an exercise of 378 options (the "2020 Options") granted under the Plan and that certain Stock Option Agreement, dated December 1, 2020 (the "2020 Agreement"), by and between the issuer and the reporting person. ( 5 )The reporting person surrendered 5,499 shares with a market value of $105,795.76 to the issuer to pay the cost of the 2017 Options, the 2018 Options, the 2019 Options and the 2020 Options. ( 6 )This transaction reflects an exercise of 42,400 options granted under the Plan and the 2020 Agreement. The issuer withheld 31,313 shares to cover the cost of the options and taxes and 11,087 shares were acquired by the reporting person. ( 7 )This transaction reflects an exercise of 4,259 options granted under the Plan and the 2019 Agreement. The issuer withheld 2,829 shares to cover the cost of the options and taxes and 1,430 shares were acquired by the reporting person. ( 8 )This transaction reflects an exercise of 16,405 options granted under the Plan and the 2020 Agreement. The issuer withheld 12,111 shares to cover the cost of the options and taxes and 4,294 shares were acquired by the reporting person. ( 9 )Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. ( 10 )These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones. ( 11 )These options are fully exercisable. ( 12 )15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months. ( 13 )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. ( 14 )12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months. ( 15 )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. ( 16 )12/48th of this option grant vested on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months. ( 17 )Twenty-five percent of this restricted stock unit grant vested 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. ( 18 )These options become exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. ( 19 )12/48th of this option grant will vest on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months. ( 20 )These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. ( 21 )Twenty-five percent of this restricted stock unit grant will vest on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026.

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).

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