Statement of Changes in Beneficial Ownership (4)
May 11 2021 - 6:28PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Rozdilsky Nicholas |
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC
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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) Chief Marketing Officer |
(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/7/2021 |
(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 | 5/7/2021 | | S | | 6176 | D | $24.43 | 18750 | D | |
Common Stock | 5/10/2021 | | M(1) | | 4343 | A | $6.69 (2) | 23093 | D | |
Common Stock | 5/10/2021 | | S | | 3900 | D | $24.81 | 19193 | D | |
Common Stock | 5/11/2021 | | S | | 443 | D | $24.06 | 18750 | D | |
Common Stock | 5/11/2021 | | S | | 18354 | D | $26.75 | 396 | D | |
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) | 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 |
Restricted Stock Grant | (3) | | | | | | | (4) | 8/1/2022 | Common Stock | 18750.0 | | 18750 | D | |
Employee Stock Option | $6.95 | | | | | | | (5) | 8/1/2028 | Common Stock | 25000.0 | | 25000 | D | |
Employee Stock Grant | (3) | | | | | | | (6) | 1/1/2023 | Common Stock | 2100.0 | | 2100 | D | |
Employee Stock Option | $6.11 | 5/10/2021 | | M (7) | | | 3153 | (8) | 12/4/2028 | Common Stock | 16103.0 | $0 | 12950 | D | |
Employee Stock Option | $6.11 | | | | | | | (9) | 12/4/2028 | Common Stock | 25900.0 | | 25900 | D | |
Employee Stock Grant | (3) | | | | | | | (10) | 1/1/2024 | Common Stock | 9187.0 | | 9187 | D | |
Employee Stock Option | $6.69 | 5/10/2021 | | M (7) | | | 7192 | (8) | 12/3/2029 | Common Stock | 29200.0 | $0 | 22008 | D | |
Employee Stock Option | $6.69 | | | | | | | (11) | 12/3/2029 | Common Stock | 29200.0 | | 29200 | D | |
Employee Stock Option | $9.46 | | | | | | | (12) | 12/1/2030 | Common Stock | 38800.0 | | 38800 | D | |
Employee Stock Option | $9.46 | | | | | | | (13) | 12/1/2030 | Common Stock | 38800.0 | | 38800 | D | |
Employee Stock Grant | (3) | | | | | | | (14) | 1/1/2025 | Common Stock | 7000.0 | | 7000 | D | |
Employee Stock Grant | (3) | | | | | | | (15) | 1/1/2025 | Common Stock | 7000.0 | | 7000 | D | |
Explanation of Responses: |
(1) | The reporting person exercised 10,345 stock options on a share withhold basis. 6,002 shares were withheld to cover the cost of the options as well as related taxes resulting in a net amount of 4,343 shares acquired. |
(2) | The reporting person exercised a total 10,345 options, 3,153 of which had an exercise price of $6.11 and 7,192 of which had an exercise price of $6.69. |
(3) | Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. |
(4) | Twenty-five percent of this restricted stock grant vested on August 1, 2019 and thereafter, an additional 1/4th will vest on each of August 1, 2020, August 1, 2021, and August 1, 2022. |
(5) | Twenty-five percent of this option grant vested on August 1, 2019 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
(6) | Twenty-five percent of this restricted stock unit grant vested on January 1, 2020 and thereafter, an additional 1/4th vests on each of January 1, 2021, January 1, 2022, and January 1, 2023. |
(7) | Represents the exercise of stock options. |
(8) | 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. |
(9) | 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months. |
(10) | Twenty-five percent of this restricted stock 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. |
(11) | 12/48th of this option grant vested on January 1, 2021 and, thereafter, an additional 1/48th vests each month for thirty-six months. |
(12) | This option becomes exercisable, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. |
(13) | 12/48th of this option grant will vest on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
(14) | These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones. |
(15) | Twenty-five percent of this restricted stock unit grant will vest 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Rozdilsky Nicholas C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD 20814 |
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| Chief Marketing Officer |
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Signatures
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/s/ Mark A. Shaffer, by power of attorney | | 5/11/2021 |
**Signature of Reporting Person | Date |
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