Statement of Changes in Beneficial Ownership (4)
October 11 2016 - 5:52PM
Edgar (US Regulatory)
FORM 4
[ ]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Dudley Gardner H
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2. Issuer Name
and
Ticker or Trading Symbol
LIQUIDITY SERVICES INC
[
LQDT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Pres, Capital Assets Group
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(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/6/2016
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(Street)
WASHINGTON, DC 20036
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/6/2016
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S
(17)
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881
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D
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$10.28
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23417
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D
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Common Stock
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10/7/2016
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S
(17)
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1057
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D
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$10.06
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22360
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D
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Common Stock
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10/10/2016
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S
(17)
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1482
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D
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$10.03
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20878
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option
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$13.35
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(1)
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6/16/2020
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Common Stock
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3188
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3188
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D
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Employee Stock Grant
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$15.47
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(2)
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11/30/2020
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Common Stock
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2211
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2211
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D
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Employee Stock Grant
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$21.99
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(3)
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11/27/2023
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Common Stock
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416
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416
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D
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Employee Stock Grant
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$21.99
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(4)
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11/27/2023
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Common Stock
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1661
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1661
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D
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Employee Stock Option
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$21.99
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(5)
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11/27/2023
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Common Stock
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3519
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3519
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D
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Employee Stock Option
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$21.99
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(6)
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11/27/2023
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Common Stock
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3519
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3519
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D
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Employee Stock Grant
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$13.57
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(7)
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5/14/2024
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Common Stock
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11054
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11054
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D
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Employee Stock Grant
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$12.57
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(8)
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10/27/2024
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Common Stock
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12500
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12500
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D
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Employee Stock Grant
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$10.41
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(9)
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10/1/2024
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Common Stock
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24291
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24291
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D
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Employee Stock Grant
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$10.41
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(10)
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10/1/2024
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Common Stock
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12146
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12146
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D
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Employee Stock Option
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$10.41
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(11)
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10/1/2024
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Common Stock
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7338
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7338
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D
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Employee Stock Option
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$10.41
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(12)
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10/1/2024
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Common Stock
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1834
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1834
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D
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Employee Stock Grant
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$6.63
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(13)
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10/1/2025
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Common Stock
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15386
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15386
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D
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Employee Stock Grant
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$5.11
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(14)
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10/1/2025
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Common Stock
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5129
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5129
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D
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Employee Stock Option
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$6.63
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(15)
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10/1/2025
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Common Stock
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11245
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11245
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D
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Employee Stock Option
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$6.63
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(16)
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10/1/2025
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Common Stock
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2811
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2811
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D
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Explanation of Responses:
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(
1)
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These options became fully vested on June 1, 2014.
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(
2)
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These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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(
3)
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Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
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(
4)
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These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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(
5)
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Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
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(
6)
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This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
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(
7)
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Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.
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(
8)
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Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
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(
9)
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Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
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(
10)
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These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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(
11)
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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.
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(
12)
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This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
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(
13)
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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.
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(
14)
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These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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(
15)
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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.
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(
16)
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This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
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(
17)
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Represents reporting person's advance election to sell to cover tax obligations upon vesting such restricted shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Dudley Gardner H
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR
WASHINGTON, DC 20036
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Pres, Capital Assets Group
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Signatures
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/s/ Mark A. Shaffer, by power of attorney
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10/11/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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