SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lutz Michael

(Last)

(First)

(Middle)

C/O LIQUIDITY SERVICES, INC.

6931 ARLINGTON ROAD, SUITE 200

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2020		M⁽¹⁾		729	A	$0	48,577	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option	$38.09							⁽²⁾	10/01/2016	Common Stock	984		984	D
Employee Stock Option	$21.99							⁽³⁾	10/01/2017	Common Stock	4,151		4,151	D
Employee Stock Option	$10.41							⁽⁴⁾	10/01/2018	Common Stock	5,526		5,526	D
Employee Stock Option	$6.63							⁽⁵⁾	10/01/2019	Common Stock	7,939		7,939	D
Employee Stock Option	$6.63							⁽⁶⁾	03/24/2026	Common Stock	1,985		1,985	D
Employee Stock Grant	⁽⁷⁾							⁽⁸⁾	03/03/2027	Common Stock	4,950		4,950	D
Employee Stock Grant	⁽⁷⁾							⁽⁹⁾	10/01/2020	Common Stock	1,237		1,237	D
Employee Stock Option	$8.3							⁽¹⁰⁾	03/03/2027	Common Stock	2,950		2,950	D
Employee Stock Option	$8.3							⁽¹¹⁾	10/01/2020	Common Stock	2,950		2,950	D
Employee Stock Grant	⁽⁷⁾							⁽⁸⁾	12/11/2027	Common Stock	672		672	D
Employee Stock Grant	⁽⁷⁾							⁽¹²⁾	10/01/2021	Common Stock	560		560	D
Employee Stock Option	$4.47							⁽¹³⁾	10/01/2021	Common Stock	10,880		10,880	D
Employee Stock Option	$4.47							⁽¹⁰⁾	12/11/2027	Common Stock	16,320		16,320	D
Employee Stock Grant	⁽⁷⁾							⁽⁸⁾	12/04/2028	Common Stock	4,500		4,500	D
Employee Stock Grant	⁽⁷⁾	01/02/2020		M⁽¹⁴⁾			1,125	⁽¹⁵⁾	10/01/2022	Common Stock	4,500	$0	3,375	D
Employee Stock Option	$6.11							⁽¹⁶⁾	10/01/2022	Common Stock	27,800		27,800	D
Employee Stock Option	$6.11							⁽¹⁰⁾	12/04/2028	Common Stock	27,800		27,800	D
Employee Stock Grant	⁽⁷⁾							⁽⁸⁾	01/01/2024	Common Stock	4,800		4,800	D
Employee Stock Grant	⁽⁷⁾							⁽¹⁷⁾	01/01/2024	Common Stock	4,800		4,800	D
Employee Stock Option	$6.69							⁽¹⁸⁾	12/03/2029	Common Stock	11,500		11,500	D
Employee Stock Option	$6.69							⁽¹⁰⁾	12/03/2029	Common Stock	11,500		11,500	D

Explanation of Responses:

1. Represents the net issuance of 729 shares from the vesting of 1,125 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 396 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. These options became fully vested on October 1, 2016.

3. These options became fully vested on October 1, 2017.

4. These options became fully vested on October 1, 2018.

5. 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.

6. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

7. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

8. 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.

9. Twenty-five percent of this restricted stock grant will vest 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.

10. 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.

11. 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.

12. 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.

13. 15/48th of this option grant vested on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.

14. Represents the vesting of restricted stock.

15. 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.

16. 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.

17. Twenty-five percent of this restricted stock grant will vest on January 1, 2021 and thereafter 1/4th of the restricted stock grant will vest on each of January 1, 2022, January 1, 2023 and January 1, 2024.

18. 12/48th of this option grant will vest on January 1, 2021 and, thereafter, 1/48th of the option grant will vest each month for thirty-six months.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	01/06/2020
	** Signature of Reporting Person	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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