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*
ABS CAPITAL PARTNERS IV LP

(Last) (First) (Middle)
400 EAST PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2006
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 02/28/2006 C 3,262,643(1) A $0(2) 3,262,643(1)(2) D(3)
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
Series C preferred stock $0(2) 02/28/2006 C 3,262,643(1)(2) (2) (2) common stock(2) 3,262,643(1)(2) $0(2) 3,262,643(1)(2) D(3)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV LP

(Last) (First) (Middle)
400 EAST PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202-3116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV A LP

(Last) (First) (Middle)
400 EAST PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202-3116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV SPECIAL OFFSHORE LP

(Last) (First) (Middle)
400 EAST PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202-3116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ABS CAPITAL PARTNERS IV OFFSHORE LP

(Last) (First) (Middle)
400 EAST PRATT STREET
SUITE 910

(Street)
BALTIMORE MD 21202-3116

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares are owned directly by ABS Capital Partners IV, L.P. ("ABS Capital Partners IV") in the amount of 2,887,105 shares, ABS Capital Partners IV-A, L.P. ("ABS Capital Partners IV-A") in the amount of 96,664 shares, ABS Capital Partners IV Offshore, L.P. ("ABS Capital Partners IV Offshore") in the amount of 165,817, ABS Capital Partners IV Special Offshore, L.P. ("ABS Capital Partners IV Special Offshore," and together with ABS Capital Partners IV, ABS Capital Partners IV-A, ABS Capital Partners IV Offshore, "The Funds" in the amount of 113,057 shares). ABS Partners IV, L.L.C., as the general partner of the Funds (the "General Partner"), and Donald B. Hebb, Jr., Timothy T. Weglicki, John D. Stobo, Jr., Phillip A. Clough, Frederic G. Emry, Ashoke Goswami, Ralph S. Terkowitz, and Laura L. Witt, as the managers of the General Partner (the "Managers"), are indirect beneficial owners of the reported securities.
2. The Series C preferred stock is automatically converted on a 1-for-1 basis into Liquidity Services, Inc, ("LSI") common stock, upon the closing of the initial public offering.
3. The General Partner and each of the Managers disclaims beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. ABS Partners IV, LLC is the general partner of these entities and has voting and dispositive power over these shares.
Remarks:
This filing constitutes one of three related filings by the following joint reporting persons with respect to the securities of the issuer set forth hereon: ABS Capital Partners IV LP, ABS Capital Partners IV-A LP, ABS Capital Partners IV Special Offshore LP, ABS Capital Partners IV Offshore LP, ABS Partner IV LLC, Donald B. Hebb Jr., Phillip A. Clough, John D. Stobo Jr., Frederic G. Emry III.,Ashoke Goswami, Laura L. Witt, Timothy T. Weglicki, and Ralph S. Terkowitz.
/s/ Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General Partner of ABS Capital Partners IV, L.P. 02/28/2006
/s/ Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General Partner of ABS Capital Partners IV-A, L.P. 02/28/2006
/s/ Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General Partner of ABS Capital Partners IV Offshore, L.P. 02/28/2006
/s/ Donald B. Hebb, Managing Member of ABS Partners IV, L.L.C. the General Partner of ABS Capital Partners IV Special Offshore, L.P. 02/28/2006
** 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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