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^*

Sabino Anthony John

(Last)

(First)

(Middle)

C/O LIVEPERSON

530 7TH AVE, FLOOR M1

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIVEPERSON INC [ LPSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

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	03/15/2024		A		2,580,645⁽¹⁾	A	$0	2,580,645	D
Common Stock	03/15/2024		A		774,194⁽²⁾	A	$0	3,354,839	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 (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)
Stock Option (Right to Buy)	$1.02	03/15/2024		A		1,000,000		⁽³⁾	03/15/2034	Common Stock	1,000,000	$0	1,000,000	D

Explanation of Responses:

1. The Reporting Person was granted 2,580,645 restricted stock units ("RSU"s) under the terms of the LivePerson, Inc. 2018 Inducement Plan (the "Plan"), and each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date, 25% of the RSU's are scheduled to vest on March 15, 2025, and 6.25% of the RSU's are scheduled to vest in equal quarterly installments thereafter, so that 100% of the RSUS will be fully vested on March 15, 2028.

2. The Reporting Person was granted 774,194 RSUs under the terms of the Plan, and each RSU represents a contingent right to receive one share of the Issuer's common stock. Subject to the Reporting Person's continued employment with the Issuer through the applicable date, 50% of the RSUs are scheduled to vest on March 15, 2025, and 50% of the RSUs are scheduled to vest on March 15, 2026, so that 100% of the RSUs will be fully vested on March 15, 2026.

3. The Reporting Person was granted an option to purchase 1,000,000 shares of the Issuer's common stock under the terms of the Plan. Subject to the Reporting Person's continued employment with the Issuer through the applicable date, the option will become exercisable, if at all, when the performance-based and time-based conditions are met. The option will become exercisable in two equal installments if the average closing price of the Issuer's common stock on the NASDAQ exceeds $8 and $13, respectively, for 30 rolling trading days, prior to January 10, 2027, and January 10, 2028, respectively. To the extent the foregoing performance-based conditions are met, 50% of the option will be exercisable on March 15, 2026, and 1/24th of the option will be exercisable in equal monthly installments thereafter.

Remarks:

	/s/ Monica L. Greenberg, Attorney-in-Fact for Anthony John Sabino	03/19/2024
	** 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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