Sec Form 4/A Filing - Angrick William P III @ LIQUIDITY SERVICES INC - 2019-01-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
Angrick William P III
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman of the Board and CEO
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
01/10/2019
(Street)
BETHESDA, MD20814
4. If Amendment, Date Original Filed (MM/DD/YY)
01/11/2019
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 01/10/2019 J( 1 ) 4,920 A $ 7.65 3,712,875 ( 2 ) I By the William P. Angrick III Revocable Trust ( 3 )
Common Stock 01/10/2019 F( 4 ) 2,007 D $ 7.65 3,710,868 ( 2 ) I By the William P. Angrick III Revocable Trust ( 3 )
Common Stock 873,379 I By the William P. Angrick III 2005 Irrevocable Trust ( 3 )
Common Stock 575,513 I By the Stephanie S. Angrick 2005 Irrevocable Trust ( 5 )
Common Stock 114,699 I By the Stephanie S. Angrick Revocable Trust ( 5 )
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 $ 6.72 ( 6 ) 10/01/2028 Common Stock 124,200 124,200 D
Employee Stock Grant $ 6.72 ( 7 ) 10/01/2028 Common Stock 17,300 17,300 D
Employee Stock Option $ 6.72 ( 8 ) 10/01/2028 Common Stock 124,200 124,200 D
Employee Stock Grant $ 6.72 ( 9 ) 10/01/2028 Common Stock 17,300 17,300 D
Employee Stock Option $ 4.92 ( 6 ) 10/01/2027 Common Stock 130,620 130,620 D
Employee Stock Option $ 4.92 ( 10 ) 10/01/2027 Common Stock 87,080 87,080 D
Employee Stock Grant $ 4.92 01/10/2019 J( 1 ) 4,920 ( 7 ) 10/01/2027 Common Stock 12,300 $ 7.65 7,380 D
Employee Stock Grant $ 4.92 ( 11 ) 10/01/2027 Common Stock 6,150 6,150 D
Employee Stock Grant $ 8.3 ( 12 ) 10/01/2026 Common Stock 37,625 37,625 D
Employee Stock Grant $ 8.3 ( 13 ) 10/01/2026 Common Stock 75,250 75,250 D
Employee Stock Option $ 9.13 ( 14 ) 10/01/2026 Common Stock 48,000 48,000 D
Employee Stock Option $ 9.13 ( 15 ) 10/01/2026 Common Stock 48,000 48,000 D
Employee Stock Grant $ 7.29 ( 16 ) 10/01/2025 Common Stock 36,682 36,682 D
Employee Stock Grant $ 7.29 ( 13 ) 10/01/2025 Common Stock 9,170 9,170 D
Employee Stock Option $ 7.29 ( 17 ) 10/01/2025 Common Stock 83,178 83,178 D
Employee Stock Option $ 7.29 ( 18 ) 10/01/2025 Common Stock 20,794 20,794 D
Employee Stock Option $ 11.45 ( 19 ) 10/01/2024 Common Stock 29,980 29,980 D
Employee Stock Option $ 24.19 ( 20 ) 10/01/2023 Common Stock 48,122 48,122 D
Employee Stock Option $ 46.72 ( 21 ) 10/01/2022 Common Stock 14,695 14,695 D
Employee Stock Option $ 37.72 ( 22 ) 10/01/2021 Common Stock 32,139 32,139 D
Employee Stock Option $ 17.02 ( 23 ) 10/01/2020 Common Stock 8,641 8,641 D
Employee Stock Grant $ 15.47 ( 13 ) 10/01/2020 Common Stock 11,053 11,053 D
Employee Stock Option $ 9.96 ( 24 ) 10/01/2019 Common Stock 4,568 4,568 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Angrick William P III
C/O LIQUIDITY SERVICES, INC.
6931 ARLINGTON ROAD, SUITE 200
BETHESDA, MD20814
X X Chairman of the Board and CEO
Signatures
/s/ Mark A. Shaffer, by power of attorney 03/04/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the vesting of restricted stock.
( 2 )Due to a clerical error, the number of shares of Common Stock held by the William P. Angrick III Revocable trust was underreported by 14,507 on the reporting person's Forms 4 filed on each: October 3, 2018, October 8, 2018, December 6, 2018, December 10, 2018, January 4, 2019, and January 11, 2019. The transactions set forth on each of the forgoing Form 4s, including the number of shares of Common Stock subject to such transactions, were timely and accurately reported.
( 3 )These shares are held in a trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
( 4 )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.
( 5 )These shares are held in a trust for the benefit of the reporting person's spouse, who is also trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
( 6 )This option becomes 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.
( 7 )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.
( 8 )15/48th of this option grant will vest on January 1, 2020 and thereafter 1/48th of the option grant will vest each month for thirty three months.
( 9 )Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022.
( 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 vested 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.
( 12 )Twenty-five percent of this restricted stock grant vested on April 1, 2018 and October 1, 2018, and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2019, and October 1, 2020.
( 13 )These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
( 14 )18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
( 15 )This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 16 )Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
( 17 )Twenty-five percent of this option grant vested on October 1, 2016 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 18 )75% of the options were certified as vested on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
( 19 )Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
( 20 )These options became fully vested on October 1, 2017.
( 21 )These options became fully vested on October 1, 2016.
( 22 )These options became fully vested on October 1, 2015.
( 23 )These options became fully vested on October 1, 2014.
( 24 )These options became fully vested on October 1, 2013.

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