| 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/17/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 01/17/2025 | M(10) | 2,438 | A | $0 | 45,747 | I | By The Daunt Family Trust | ||
| Common Stock | 01/17/2025 | J(11) | 2,438 | D | $34.35 | 43,309 | I | By The Daunt Family Trust | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit Grant | (2) | (12) | 01/01/2026 | Common Stock | 2,180 | 2,180 | D | ||||||||
| Restricted Stock Unit Grant | (2) | (13) | 01/01/2027 | Common Stock | 10,355 | 10,355 | D | ||||||||
| Restricted Stock Unit Grant | (2) | (14) | 01/01/2028 | Common Stock | 14,494 | 14,494 | D | ||||||||
| Restricted Stock Unit Grant | (2) | (8) | 01/01/2029 | Common Stock | 22,100 | 22,100 | D | ||||||||
| Restricted Stock Unit Grant | (2) | 01/17/2025 | M(15) | 3,488 | (3) | 01/01/2026 | Common Stock | 8,720 | $0 | 5,232 | D | ||||
| Restricted Stock Unit Grant | (2) | (3) | 01/01/2026 | Common Stock | 18,639 | 18,639 | D | ||||||||
| Restrcited Stock Unit Grant | (2) | (3) | 01/01/2027 | Common Stock | 19,325 | 19,325 | D | ||||||||
| Restricted Stock Unit Grant | (2) | (3) | 01/01/2029 | Common Stock | 22,100 | 22,100 | D | ||||||||
| Stock Option Grant | $9.46 | (7) | 12/01/2030 | Common Stock | 1,275 | 1,275 | D | ||||||||
| Stock Option Grant | $22.2 | (1) | 12/07/2031 | Common Stock | 2,096 | 2,096 | D | ||||||||
| Stock Option Grant | $14 | (5) | 12/23/2032 | Common Stock | 8,667 | 8,667 | D | ||||||||
| Stock Option Grant | $17.31 | (6) | 12/22/2033 | Common Stock | 15,620 | 15,620 | D | ||||||||
| Stock Option Grant | $21.62 | (9) | 10/30/2034 | Common Stock | 18,700 | 18,700 | D | ||||||||
| Stock Option Grant | $6.11 | (4) | 12/04/2028 | Common Stock | 10,066 | 10,066 | D | ||||||||
| Stock Option Grant | $22.2 | (4) | 12/07/2031 | Common Stock | 7,740 | 7,740 | D | ||||||||
| Stock Option Grant | $14 | (4) | 12/23/2032 | Common Stock | 16,640 | 16,640 | D | ||||||||
| Stock Option Grant | $17.31 | (4) | 12/22/2033 | Common Stock | 15,620 | 15,620 | D | ||||||||
| Stock Option Grant | $21.62 | (4) | 10/30/2034 | Common Stock | 18,700 | 18,700 | D | ||||||||
| Explanation of Responses: |
| 1. 12/48th of this option grant vested on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 2. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. |
| 3. These restricted stock units vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 4. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones. |
| 5. 12/48th of this option grant vested on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 6. 12/48th of this option grant vested on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 7. These options became fully exercisable on January 1, 2024. |
| 8. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2026, January 1, 2027, January 1, 2028 and January 1, 2029. |
| 9. 12/48th of this option grant will vest on January 1, 2026, and, thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 10. Represents the net issuance of 2,438 shares from the vesting of 3,488 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 1,050 shares. |
| 11. In accordance with the Issuer's policies, the reporting person has elected that each time RSUs vest, shares are withheld by the issuer to cover taxes and any remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 2,438 shares received by the reporting person pursuant to the election descirbed in the immediately preceding sentence. |
| 12. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026. |
| 13. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2024, January 1, 2025, January 1, 2026 and January 1, 2027. |
| 14. Twenty-five percent of this restricted stock unit grant vests on each of January 1, 2025, January 1, 2026, January 1, 2027 and January 1, 2028. |
| 15. Represents the vesting of restricted stock units. |
| /s/ Mark A. Shaffer, by power of attorney | 01/21/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||