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).
1. Name and Address of Reporting Person*
Angrick William P III

(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chairman of the Board and CEO
3. Date of Earliest Transaction (Month/Day/Year)
06/08/2012
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 06/08/2012 S 35,000 D $63.73 4,301,426 I By the William P. Angrick III Revocable Trust(1)
Common Stock 06/11/2012 S 30,000 D $64.69 4,271,426 I By the William P. Angrick III Revocable Trust(1)
Common Stock 06/12/2012 S 5,300 D $63.02 4,266,126 I By the William P. Angrick III Revocable Trust(1)
Common Stock 307,242 D
Common Stock 873,379 I By the William P. Angrick III 2005 Irrevocable Trust(1)
Common Stock 575,513 I By the Stephanie S. Angrick 2005 Irrevocable Trust(2)
Common Stock 114,699 I By the Stephanie S. Angrick Revocable Trust(2)
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 $37.72 (3) 10/01/2021 Common Stock 17,717 17,717 D
Employee Stock Option $37.72 (4) 10/01/2021 Common Stock 32,139 32,139 D
Employee Stock Grant $17.02 (5) 10/01/2020 Common Stock 32,832 32,832 D
Employee Stock Option $17.02 (6) 10/01/2020 Common Stock 29,625 29,625 D
Employee Stock Grant $17.02 (7) 10/01/2020 Common Stock 15,603 15,603 D
Employee Stock Grant $9.96 (8) 10/01/2019 Common Stock 17,557 17,557 D
Employee Stock Option $9.96 (9) 10/01/2019 Common Stock 59,362 59,362 D
Employee Stock Option $8.23 (10) 10/01/2018 Common Stock 23,334 23,334 D
Employee Stock Option $12.02 (11) 10/01/2017 Common Stock 3,501 3,501 D
Explanation of Responses:
1. These shares are held in a trust for the benefit of the reporting person. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
2. These shares are held in a trust for the benefit of the reporting person's spouse, who is also trustee of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of the securities for the purposes of Section 16 or for any other purpose.
3. Twenty-five percent of this restricted stock grant will vest on October 1, 2012 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
4. Twenty-five percent of this option grant will vest on October 1, 2012 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
5. Twenty-five percent of this restricted stock grant vested on October 1, 2011 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
6. Twenty-five percent of this option grant vested on October 1, 2011 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
7. These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
8. Twenty-five percent of this restricted stock grant vested on October 1, 2010 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
9. Twenty-five percent of this option grant vested on October 1, 2010 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
10. Twenty-five percent of this option grant vested on October 1, 2009 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
11. Twenty-five percent of this option grant vested on October 1, 2008 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
/s/ James E. Williams, by power of attorney 06/12/2012
** 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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