SEC FORM 4

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^*

CLOUGH PHILLIP A

(Last)

(First)

(Middle)

400 EAST PRATT STREET, SUITE 910

(Street)

BALTIMORE

21202-3116

(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	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/02/2021

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	08/02/2021		M⁽¹⁾		14,730	A	$6.29	87,997	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)
Stock Option	$42.31							02/01/2013	02/01/2022	Common Stock	5,328		5,328	D
Stock Option	$40.11							02/01/2014	02/01/2023	Common Stock	5,954		5,954	D
Stock Option	$21.53							02/01/2015	02/01/2024	Common Stock	13,144		13,144	D
Stock Option	$9.84							02/01/2016	02/01/2025	Common Stock	19,050		19,050	D
Stock Option	$6.29	08/02/2021		M⁽¹⁾			14,730	02/01/2017	02/01/2026	Common Stock	14,730	$0	0	D
Stock Option	$9.75							02/01/2018	02/01/2027	Common Stock	3,561		3,561	D
Stock Option	$6.5							02/01/2019	02/01/2028	Common Stock	15,344		15,344	D
Stock Option	$8.5							02/01/2020	02/01/2029	Common Stock	11,816		11,816	D
Stock Option	$5.32							02/01/2021	02/01/2030	Common Stock	6,980		6,980	D
Restricted Stock Grant	⁽²⁾							⁽³⁾	02/01/2022	Common Stock	3,724		3,724	D
Stock Option	$21.48							02/01/2022	02/01/2031	Common Stock	1,622		1,622	D

Explanation of Responses:

1. This transaction reflects an exercise of stock options granted to the reporting person as compensation pursuant to the issuer's Third Amended and Restated 2006 Omnibus Long-Term Incentive Plan and the Stock Option Agreement, dated February 1, 2016, by and between the issuer and the reporting person. As a result of this exercise of stock options, the reporting person acquired 14,730 shares of common stock directly from the issuer for a purchase price of $92,651.70. No shares were sold by the reporting person. This acquisition of 14,730 shares of common stock represents an exempt transaction under SEC Rule 16b-3.

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

3. These restricted stock units vest on February 1, 2022.

Remarks:

	/s/ Mark A. Shaffer, by power of attorney	08/02/2021
	** 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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