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Form 4 LIQUIDITY SERVICES INC For: Nov 01 Filed by: Rallo James M

November 3, 2016 6:03 PM EDT
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).
1. Name and Address of Reporting Person *
Rallo James M
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR
(Street)
WASHINGTON DC 20036
(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)
President RSCG
3. Date of Earliest Transaction (Month/Day/Year)
11/01/2016
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)
Code V Amount (A) or (D) Price
Common Stock 11/01/2016   J (19)   11,054 A $ 8.56 11,054 D  
Common Stock 11/01/2016   S (20)   11,054 D $ 8.56 0 D  
Common Stock               15,039 (1) I By James M. Rallo 401k
Common Stock               8,000 I By James M. Rallo IRA
Common Stock               685 I By James M. Rallo Cust. Michael Rallo MD UTMA (2)
Common Stock               460 I By James M. Rallo Cust. Melissa Rallo MD UTMA
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 7.48               (3) 10/01/2018 Common Stock 2,338   2,338 D  
Employee Stock Option $ 15.47               (4) 10/01/2020 Common Stock 6,678   6,678 D  
Employee Stock Grant $ 15.47               (5) 10/01/2020 Common Stock 5,527   5,527 D  
Employee Stock Option $ 31.37               (6) 10/01/2021 Common Stock 12,358   12,358 D  
Employee Stock Option $ 38.09               (7) 10/01/2022 Common Stock 3,335   3,335 D  
Employee Stock Grant $ 29.47               (8) 07/18/2023 Common Stock 3,054   3,054 D  
Employee Stock Option $ 29.47               (9) 07/18/2023 Common Stock 24,871   24,871 D  
Employee Stock Grant $ 21.99               (10) 10/01/2023 Common Stock 1,173   1,173 D  
Employee Stock Option $ 21.99               (11) 10/01/2023 Common Stock 9,938   9,938 D  
Employee Stock Grant $ 13.57 11/01/2016   J (19)     11,054   (12) 05/14/2024 Common Stock 22,108 $ 8.56 11,054 D  
Employee Stock Grant $ 10.41               (13) 10/01/2024 Common Stock 30,867   30,867 D  
Employee Stock Option $ 10.41               (14) 10/01/2024 Common Stock 12,675   12,675 D  
Employee Stock Grant $ 6.63               (15) 10/01/2025 Common Stock 19,140   19,140 D  
Employee Stock Grant $ 6.63               (16) 10/01/2025 Common Stock 6,380   6,380 D  
Employee Stock Option $ 6.63               (17) 10/01/2025 Common Stock 13,987   13,987 D  
Employee Stock Option $ 6.63               (18) 10/01/2025 Common Stock 3,497   3,497 D  
Explanation of Responses:
1. The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.
2. Mr. Rallo disclaims beneficial ownership of these shares.
3. These options became fully vested on October 1, 2013.
4. These options became fully vested on October 1, 2014.
5. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
6. These options became fully vested on October 1, 2015.
7. These options became fully vested on October 1, 2016.
8. Twenty-five percent of this restricted stock grant vested on July 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on July 1 of each year for three years.
9. Twenty-five percent of this option grant vested on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
10. Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
11. Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
12. Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.
13. Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
14. Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
15. 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.
16. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
17. 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.
18. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
19. Represents the vesting of restricted stock
20. Represents reporting person's advance election to sell upon vesting such restricted shares
/s/ Mark A. Shaffer, by power of attorney 11/03/2016
** 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 Number.

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