LQDT Liquidity Services Inc

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES                                                                                   
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Shaffer Mark A	2. Issuer Name and Ticker or Trading Symbol LIQUIDITY SERVICES INC [ LQDT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) VP, Gen. Counsel & Secretary
(Last)          (First)          (Middle) C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUTIE 200	3. Date of Earliest Transaction (MM/DD/YYYY) 10/7/2019
(Street) BETHESDA, MD 20814 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	10/7/2019		M(1)		228	A	$0	16645	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Employee Stock Grant	(2)	10/7/2019		M (3)			431	(4)	2/16/2026	Common Stock	431.0	$0	0	D
Employee Stock Grant	(2)							(5)	7/1/2020	Common Stock	3750.0		3750	D
Employee Stock Grant	(2)							(6)	10/1/2020	Common Stock	2212.0		2212	D
Employee Stock Grant	(2)							(4)	10/1/2026	Common Stock	8850.0		8850	D
Employee Stock Option	$8.3							(7)	10/1/2020	Common Stock	5250.0		5250	D
Employee Stock Option	$8.3							(8)	10/1/2026	Common Stock	5250.0		5250	D
Employee Stock Option	$4.47							(9)	10/1/2027	Common Stock	18240.0		18240	D
Employee Stock Option	$4.47							(10)	10/1/2021	Common Stock	12160.0		12160	D
Employee Stock Grant	(2)							(11)	10/1/2027	Common Stock	744.0		744	D
Employee Stock Grant	(2)							(12)	10/1/2021	Common Stock	620.0		620	D
Employee Stock Option	$6.11							(9)	10/1/2028	Common Stock	31150.0		31150	D
Employee Stock Grant	(2)							(11)	10/1/2028	Common Stock	5050.0		5050	D
Employee Stock Option	$6.11							(13)	10/1/2022	Common Stock	31150.0		31150	D
Employee Stock Grant	(2)							(14)	10/1/2022	Common Stock	5050.0		5050	D

Explanation of Responses:
(1)	Represents the net issuance of 228 shares from the vesting of 431 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 203 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
(2)	Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
(3)	Represents the vesting of restricted stock.
(4)	These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(5)	Twenty-five percent of this restricted stock grant vested on July 1, 2017 and thereafter 1/4 of the restricted stock grant will vest on July 1 of each year for three years.
(6)	Twenty-five percent of this restricted stock grant vested 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.
(7)	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.
(8)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(9)	This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock
(10)	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.
(11)	These restricted stock units vest, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock.
(12)	Twenty-five percent of this restricted stock grant vested 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.
(13)	15/48th of this option grant will vest on January 1, 2020 and thereafter 1/48th of the option grant will vest each month for thirty three months.
(14)	Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Shaffer Mark A C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUTIE 200 BETHESDA, MD 20814			VP, Gen. Counsel & Secretary

Signatures
/s/ Mark A. Shaffer		10/8/2019
**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 control number.

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}} Share on Facebook Share on Twitter Share on Email