Statement of Changes in Beneficial Ownership (4)
December 13 2017 - 6:30PM
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
Estimated average burden
hours per response...
0.5
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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
*
Celaya Jorge
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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)
EVP & Chief Financial Officer
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(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2017
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(Street)
BETHESDA, MD 20814
(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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58699
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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 Grant
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$9.7
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(1)
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10/1/2025
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Common Stock
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87449.0
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87449
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D
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Employee Stock Grant
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$6.63
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(2)
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10/1/2025
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Common Stock
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12670.0
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12670
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D
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Employee Stock Grant
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$5.8
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(3)
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10/1/2025
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Common Stock
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6335.0
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6335
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D
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Employee Stock Option
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$6.63
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(4)
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10/1/2025
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Common Stock
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13891.0
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13891
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D
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Employee Stock Option
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$6.63
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(5)
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10/1/2025
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Common Stock
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3473.0
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3473
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D
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Employee Stock Grant
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$8.15
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(2)
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10/1/2025
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Common Stock
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6644.0
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6644
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D
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Employee Stock Grant
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$5.8
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(6)
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10/1/2025
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Common Stock
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9700.0
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9700
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D
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Employee Stock Grant
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$8.3
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(3)
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10/1/2026
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Common Stock
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6644.0
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6644
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D
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Employee Stock Option
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$8.3
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(7)
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10/1/2026
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Common Stock
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5750.0
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5750
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D
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Employee Stock Option
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$8.3
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(5)
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10/1/2026
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Common Stock
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5750.0
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5750
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D
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Employee Stock Option
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$4.47
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12/11/2017
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A
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30420
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(5)
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10/1/2027
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Common Stock
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30420.0
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$0
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30420
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D
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Employee Stock Grant
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$4.47
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12/11/2017
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A
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3120
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(3)
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10/1/2027
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Common Stock
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3120.0
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$0
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3120
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D
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Employee Stock Option
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$4.47
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12/11/2017
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A
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20280
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(8)
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10/1/2027
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Common Stock
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20280.0
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$0
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20280
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D
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Employee Stock Grant
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$4.47
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12/11/2017
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A
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2080
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(9)
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10/1/2027
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Common Stock
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2080.0
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$0
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2080
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D
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Explanation of Responses:
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(1)
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Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire.
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(2)
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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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(3)
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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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(4)
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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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(5)
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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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(6)
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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.
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(7)
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18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
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(8)
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15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months.
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(9)
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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.
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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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Celaya Jorge
C/O LIQUIDITY SERVICES, INC.
6931 ARLINGTON ROAD, SUITE 200
BETHESDA, MD 20814
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EVP & Chief Financial Officer
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Signatures
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/s/ Mark A. Shaffer, by power of attorney
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12/13/2017
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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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