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Form 4 LIQUIDITY SERVICES INC For: Aug 16 Filed by: Celaya Jorge

August 18, 2022 8:16 PM EDT

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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 *
Celaya Jorge

(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC.
6931 ARLINGTON ROAD, SUITE 200

(Street)
BETHESDA MD 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 Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022
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 08/16/2022   M (1)   2,112 A $ 4.47 44,204 D  
Common Stock 08/16/2022   M (2)   11,406 A $ 6.11 55,610 D  
Common Stock 08/16/2022   M (3)   6,613 A $ 6.69 62,223 D  
Common Stock 08/16/2022   F (4)   6,235 D $ 19.79 55,988 D  
Common Stock 08/16/2022   S   5,080 D $ 20.06 50,908 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Grant (5)               (6) 10/01/2026 Common Stock 2,085.00   2,085 D  
Employee Stock Option $ 8.30               (7) 03/03/2027 Common Stock 2,473.00   2,473 D  
Employee Stock Option $ 4.47 08/16/2022   M     2,112   (8) 12/11/2017 Common Stock 2,112.00 $ 0 0 D  
Employee Stock Grant (5)               (9) 01/01/2023 Common Stock 1,475.00   1,475 D  
Employee Stock Option $ 6.11 08/16/2022   M     11,406   (10) 12/04/2028 Common Stock 11,406.00 $ 0 3,802 D  
Employee Stock Option $ 6.69 08/16/2022   M     6,613   (11) 12/03/2029 Common Stock 6,613.00 $ 0 29,387 D  
Employee Stock Grant (5)               (12) 01/01/2024 Common Stock 11,325.00   11,325 D  
Employee Stock Option $ 9.46               (13) 12/01/2030 Common Stock 55,050.00   55,050 D  
Employee Stock Option $ 9.46               (14) 12/01/2030 Common Stock 55,050.00   55,050 D  
Employee Stock Grant (5)               (15) 01/01/2025 Common Stock 7,462.00   7,462 D  
Employee Stock Option $ 22.20               (16) 12/07/2031 Common Stock 7,740.00   7,740 D  
Employee Stock Option $ 22.20               (14) 12/07/2031 Common Stock 7,740.00   7,740 D  
Employee Stock Grant (5)               (17) 01/01/2026 Common Stock 8,720.00   8,720 D  
Employee Stock Grant (5)               (18) 01/01/2026 Common Stock 8,720.00   8,720 D  
Explanation of Responses:
1. This transaction reflects an exercise of 2,112 options (the "2017 Options") granted under the Liquidity Services, Inc. Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan (as amended, the "Plan") and that certain Stock Option Agreement, dated December 11, 2017, by and between the issuer and the reporting person.
2. This transaction reflects an exercise of 11,406 options (the "2018 Options") granted under the Plan and that certain Stock Option Agreement, dated December 4, 2018, by and between the issuer and the reporting person.
3. This transaction reflects an exercise of 6,613 options (the "2019 Options") granted under the Plan and that certain Stock Option Agreement, dated December 3, 2019, by and between the issuer and the reporting person.
4. The reporting person surrendered 6,235 shares with a market value of $123,390.65 to the issuer to pay the cost of the 2017 Options, the 2018 Options and the 2019 Options.
5. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
6. These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones.
7. These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones.
8. 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty-three months.
9. 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.
10. 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th vests each month for thirty-three months.
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. 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.
13. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.
14. This option becomes exercisable, 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 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.
16. 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.
17. Twenty-five percent of this restricted stock unit grant will vest 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.
18. These restricted stock units vest, if at all, based on the Issuer's achievement of certain stock price appreciation milestones.
/s/ Mark A. Shaffer, by power of attorney 08/18/2022
** 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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