Form 4 - Statement of changes in beneficial ownership of securities

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).

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^*

Vector Capital Management, L.P.

(Last)

(First)

(Middle)

ONE MARKET STREET STEUART TOWER,

23RD FLOOR

(Street)

SAN FRANCISCO

94015

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/18/2023

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

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

	Form filed by One Reporting Person
X	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	12/18/2023		P		100,000	A	$3.3071⁽³⁾	9,193,887	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	12/20/2023		P		175,000	A	$3.4064⁽⁴⁾	9,368,887	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	12/21/2023		P		250,000	A	$3.3855⁽⁵⁾	9,618,887	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	12/22/2023		P		152,935	A	$3.4866⁽⁶⁾	9,771,822	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	12/26/2023		P		14,282	A	$3.4988⁽⁷⁾	9,786,104	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/03/2024		P		169,257	A	$3.5877⁽⁸⁾	9,955,361	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/04/2024		P		182,500	A	$3.587⁽⁹⁾	10,137,861	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/05/2024		P		26,630	A	$3.5862⁽¹⁰⁾	10,164,491	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/08/2024		P		30,000	A	$3.599⁽¹¹⁾	10,194,491	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/09/2024		P		350,000	A	$3.542⁽¹²⁾	10,544,491	I	See Footnotes⁽¹⁾⁽²⁾
Common Stock	01/10/2024		P		354,965	A	$3.4731⁽¹³⁾	10,899,456	I	See Footnotes⁽¹⁾⁽²⁾

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)

1. Name and Address of Reporting Person^*

Vector Capital Management, L.P.

(Last)

(First)

(Middle)

ONE MARKET STREET STEUART TOWER,

23RD FLOOR

(Street)

SAN FRANCISCO

94015

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Vector Capital VI, L.P.

(Last)

(First)

(Middle)

C/O VECTOR CAPITAL MANAGEMENT, L.P.

ONE MARKET STREET STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VECTOR CAPITAL, L.L.C.

(Last)

(First)

(Middle)

C/O VECTOR CAPITAL MANAGEMENT, L.P.

ONE MARKET STREET STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Slusky Alexander R

(Last)

(First)

(Middle)

C/O VECTOR CAPITAL MANAGEMENT, L.P.

ONE MARKET STREET STEUART TOWER, 23RD FL

(Street)

SAN FRANCISCO

94105

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock"), reported herein are held directly by Vector Capital VI, L.P. ("VCVI"). VCVI has delegated all voting and investment power over the securities in its portfolio to Vector Capital Management, L.P. ("VCM"), an investment adviser registered with the Securities and Exchange Commission (the "SEC").

2. VCM, together with Vector Capital, L.L.C. ("VCLLC"), its general partner, and Alexander R. Slusky ("Mr. Slusky"), the managing member of VCLLC and Chief Investment Officer of VCM, may be deemed to beneficially own the Common Stock held directly by VCVI. Each of VCM, VCLLC and Mr. Slusky disclaims beneficial ownership of the Common Stock held by VCVI, except to the extent of its or his pecuniary interest, if any, therein. The inclusion of the Common Stock in this report shall not be deemed an admission by such reporting person of beneficial ownership for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.35, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.32 to $3.445, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.43 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.49 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.49 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.50 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.54 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.595 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.45 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.32 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price.

Remarks:

	VECTOR CAPITAL VI, L.P., By: Vector Capital Partners VI, L.P., its General Partner, By: Vector Capital Partners VI, Ltd., its General Partner, By: /s/ David Baylor, David Baylor, Director	01/10/2024
	VECTOR CAPITAL MANAGEMENT, L.P., By: Vector Capital L.L.C., its General Partner, By: / s/ Alexander R. Slusky, Alexander R. Slusky, Managing Member	01/10/2024
	VECTOR CAPITAL, L.L.C., By: / s/ Alexander R. Slusky, Alexander R. Slusky, Managing Member	01/10/2024
	/s/ Alexander R. Slusky, ALEXANDER R. SLUSKY	01/10/2024
	** 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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