Sec Form 4 Filing - Shaffer Mark A @ LIQUIDITY SERVICES INC - 2018-10-01

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)
VP, Gen. Counsel & Secretary
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUTIE 200
3. Date of Earliest Transaction (MM/DD/YY)
10/01/2018
(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 10/01/2018 J( 1 ) 4,335 A $ 0 14,290 D
Common Stock 10/01/2018 F( 2 ) 872 D $ 5.95 13,418 D
Common Stock 10/02/2018 F( 2 ) 43 D $ 5.83 13,375 D
Common Stock 10/03/2018 F( 2 ) 296 D $ 5.8 13,079 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 $ 9.35 10/01/2018 J( 1 ) 397 ( 3 ) 04/09/2025 Common Stock 397 $ 5.95 0 D
Employee Stock Grant $ 4.57 10/01/2018 J( 1 ) 1,726 ( 4 ) 02/16/2026 Common Stock 3,452 $ 5.95 1,726 D
Employee Stock Grant $ 5.8 ( 5 ) 02/16/2026 Common Stock 1,726 1,726 D
Employee Stock Grant $ 8.15 ( 6 ) 06/22/2026 Common Stock 7,500 7,500 D
Employee Stock Grant $ 8.3 10/01/2018 J( 1 ) 2,212 ( 7 ) 10/01/2026 Common Stock 6,637 $ 5.95 4,425 D
Employee Stock Grant $ 8.3 ( 5 ) 10/01/2026 Common Stock 8,850 8,850 D
Employee Stock Option $ 8.3 ( 8 ) 10/01/2026 Common Stock 5,250 5,250 D
Employee Stock Option $ 8.3 ( 9 ) 10/01/2026 Common Stock 5,250 5,250 D
Employee Stock Option $ 4.47 ( 9 ) 10/01/2027 Common Stock 18,240 18,240 D
Employee Stock Option $ 4.47 ( 10 ) 10/01/2027 Common Stock 12,160 12,160 D
Employee Stock Grant $ 4.47 ( 5 ) 10/01/2027 Common Stock 1,860 1,860 D
Employee Stock Grant $ 4.47 ( 11 ) 10/01/2027 Common Stock 1,240 1,240 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
VP, Gen. Counsel & Secretary
Signatures
/s/ Mark A. Shaffer 10/03/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting of restricted stock.
( 2 )Represents an advance election by the insider to satisfy tax withholding obligations related to vesting of restricted shares by authorizing the issuer to sell a number of shares with an aggregate fair market value that would satisfy the withholding amount due.
( 3 )Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8 of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
( 4 )Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years.
( 5 )These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 6 )Twenty-five percent of this restricted stock grant vested on July 1, 2017 and thereafter 1/4 of the restricted stock grant will vest on July 1 of each year for three years.
( 7 )Twenty-five percent of this restricted stock grant vested on April 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019, and October 1, 2020.
( 8 )18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
( 9 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 10 )15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.
( 11 )Twenty-five percent of this restricted stock grant will vest on January 1, 2019 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2019, October 1, 2020, and October 1, 2021.

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