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^*

Murray Novelette

(Last)

(First)

(Middle)

6931 ARLINGTON ROAD SUITE 200

(Street)

BETHESDA

20814

(City)

(State)

(Zip)

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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2024

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

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. 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	01/02/2024		M⁽¹⁾		283	A	$0.00	43,456	D
Common Stock	01/02/2024		J⁽²⁾		283	D	$17.1	43,173	D
Common Stock	01/02/2024		M⁽³⁾		906	A	$0.00	44,079	D
Common Stock	01/02/2024		J⁽⁴⁾		906	D	$17.1	43,173	D
Common Stock	01/02/2024		M⁽⁵⁾		1,072	A	$0.00	44,245	D
Common Stock	01/02/2024		J⁽⁶⁾		1,072	D	$17.1	43,173	D
Common Stock	01/02/2024		M⁽⁷⁾		1,591	A	$0.00	44,764	D
Common Stock	01/02/2024		J⁽⁸⁾		1,591	D	$17.1	43,173	D

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)
Restricted Stock Unit Grant	⁽⁹⁾	01/02/2024		M⁽¹⁰⁾			462	⁽¹¹⁾	01/01/2024	Common Stock	462	$0.00	0	D
Restricted Stock Unit Grant	⁽⁹⁾	01/02/2024		M⁽¹⁰⁾			1,475	⁽¹²⁾	01/01/2025	Common Stock	2,950	$0.00	1,475	D
Restricted Stock Unit Grant	⁽⁹⁾							⁽¹³⁾	10/01/2024	Common Stock	10,000		10,000	D
Restricted Stock Unit Grant	⁽⁹⁾	01/02/2024		M⁽¹⁰⁾			1,745	⁽¹⁴⁾	01/01/2026	Common Stock	5,235	$0.00	3,490	D
Restricted Stock Unit Grant	⁽⁹⁾	01/02/2024		M⁽¹⁰⁾			2,589	⁽¹⁵⁾	01/01/2027	Common Stock	10,355	$0.00	7,766	D
Restricted Stock Unit Grant	⁽⁹⁾							⁽¹⁶⁾	01/01/2026	Common Stock	6,980		6,980	D
Restricted Stock Unit Grant	⁽⁹⁾							⁽¹⁷⁾	01/01/2026	Common Stock	10,355		10,355	D
Restricted Stock Unit Grant	⁽⁹⁾							⁽¹⁸⁾	01/01/2028	Common Stock	10,710		10,710	D
Restricted Stock Unit Grant	⁽⁹⁾							⁽¹⁷⁾	01/01/2027	Common Stock	10,710		10,710	D
Stock Option Grant	$10.3							⁽¹⁹⁾	02/02/2027	Common Stock	1,054		1,054	D
Stock Option Grant	$9.46							⁽²⁰⁾	12/01/2030	Common Stock	16,943		16,943	D
Stock Option Grant	$22.2							⁽²¹⁾	12/07/2031	Common Stock	6,190		6,190	D
Stock Option Grant	$14							⁽²²⁾	12/23/2032	Common Stock	8,320		8,320	D
Stock Option Grant	$10.3							⁽²³⁾	02/02/2027	Common Stock	1,850		1,850	D
Stock Option Grant	$6.11							⁽²⁴⁾	12/04/2028	Common Stock	1,344		1,344	D
Stock Option Grant	$6.69							⁽²⁵⁾	12/03/2029	Common Stock	2,538		2,538	D
Stock Option Grant	$9.46							⁽²⁶⁾	12/01/2030	Common Stock	28,296		28,296	D
Stock Option Grant	$22.2							⁽²⁷⁾	12/07/2031	Common Stock	6,190		6,190	D
Stock Option Grant	$14							⁽²⁸⁾	12/23/2032	Common Stock	8,320		8,320	D
Stock Option Grant	$17.31							⁽²²⁾	12/22/2033	Common Stock	8,660		8,660	D
Stock Option Grant	$17.31							⁽²⁹⁾	12/22/2033	Common Stock	8,660		8,660	D

Explanation of Responses:

1. Represents the net issuance of 283 shares from the vesting of 462 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 179 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.

2. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and 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 283 shares received by the reporting person in connection with the vesting of 462 restricted stock units.

3. Represents the net issuance of 906 shares from the vesting of 1,475 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 569 shares.

4. This transaction reflects the sale of 906 shares pursuant to the reporting person's release method election as described above.

5. Represents the net issuance of 1,072 shares from the vesting of 1,745 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 673 shares.

6. This transaction reflects the sale of 1,072 shares pursuant to the reporting person's release method election as described above.

7. Represents the net issuance of 1,591 shares from the vesting of 2,589 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 998 shares.

8. This transaction reflects the sale of 1,591 shares pursuant to the reporting person's release method election as described above.

9. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.

10. Represents the vesting of restricted stock units.

11. Twenty-five percent of this restricted stock unit grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024.

12. Twenty-five percent of this restricted stock unit grant vested on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025.

13. Twenty-five percent of this restricted stock unit grant vested on October 1, 2021 and thereafter, an additional 1/4th will vest on each of October 1, 2022, October 1, 2023, and October 1, 2024.

14. Twenty-five percent of this restricted stock unit grant vested on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026.

15. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2024 and thereafter, an additional 1/4th will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.

16. These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

17. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.

18. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2025 and thereafter, an additional 1/4th will vest on each of January 1, 2026, January 1, 2027 and January 1, 2028.

19. These options become exercisable, if at all, based on the completion of the Issuer's strategic transformation as well as the Issuer's achievement of certain financial milestones.

20. This option becomes excercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

21. 12/48th of this option grant will vest on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.

22. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

23. 15/48th of this option grant vested on January 1, 2018 and thereafter, an additional 1/48th vests each month for thirty-three months.

24. 12/48th of this option grant vested on January 1, 2020 and thereafter an additional 1/48th vests each month for thirty-six months.

25. 12/48th of this option grant vested on January 1, 2021 and thereafter, 1/48th will vest each month for thirty-six months.

26. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.

27. This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.

28. 12/48th of this option grant will vest on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.

29. 12/48th of this option grant will vest on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.

Remarks:

	/s/ Mark. A Shaffer, by power of attorney	01/04/2024
	** 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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