0001628280-18-014979.txt : 20181210 0001628280-18-014979.hdr.sgml : 20181210 20181210171941 ACCESSION NUMBER: 0001628280-18-014979 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181207 FILED AS OF DATE: 20181210 DATE AS OF CHANGE: 20181210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Celaya Jorge CENTRAL INDEX KEY: 0001406206 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51813 FILM NUMBER: 181227067 MAIL ADDRESS: STREET 1: 1920 L STREET NW STREET 2: 6TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: LIQUIDITY SERVICES INC CENTRAL INDEX KEY: 0001235468 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 522209244 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 6931 ARLINGTON ROAD STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 2024676868 MAIL ADDRESS: STREET 1: 6931 ARLINGTON ROAD STREET 2: SUITE 200 CITY: BETHESDA STATE: MD ZIP: 20814 4 1 wf-form4_154448036388722.xml FORM 4 X0306 4 2018-12-07 0 0001235468 LIQUIDITY SERVICES INC LQDT 0001406206 Celaya Jorge C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA MD 20814 0 1 0 0 EVP & Chief Financial Officer Common Stock 2018-12-07 4 J 0 4751 6.99 A 32546 D Common Stock 2018-12-07 4 F 0 2033 6.99 D 30513 D Employee Stock Grant 9.7 2025-10-01 Common Stock 43724.0 43724 D Employee Stock Grant 6.63 2025-10-01 Common Stock 6335.0 6335 D Employee Stock Grant 6.63 2018-12-07 4 J 0 4751 6.99 D 2025-10-01 Common Stock 6335.0 1584 D Employee Stock Option 6.63 2025-10-01 Common Stock 13891.0 13891 D Employee Stock Option 6.63 2025-10-01 Common Stock 3473.0 3473 D Employee Stock Grant 8.15 2025-10-01 Common Stock 3322.0 3322 D Employee Stock Grant 5.8 2025-10-01 Common Stock 4850.0 4850 D Employee Stock Grant 8.3 2026-10-01 Common Stock 6644.0 6644 D Employee Stock Option 8.3 2026-10-01 Common Stock 5750.0 5750 D Employee Stock Option 8.3 2026-10-01 Common Stock 5750.0 5750 D Employee Stock Option 4.47 2027-10-01 Common Stock 30420.0 30420 D Employee Stock Grant 4.47 2027-10-01 Common Stock 3120.0 3120 D Employee Stock Option 4.47 2027-10-01 Common Stock 20280.0 20280 D Employee Stock Grant 4.47 2027-10-01 Common Stock 2080.0 2080 D Employee Stock Grant 6.11 2028-10-01 Common Stock 5900.0 5900 D Employee Stock Grant 6.11 2028-10-01 Common Stock 5900.0 5900 D Employee Stock Option 6.11 2028-10-01 Common Stock 36500.0 36500 D Employee Stock Option 6.11 2028-10-01 Common Stock 36500.0 36500 D Represents the vesting of restricted stock. Represents an advance election by the insider to satisfy tax withholding obligations related to vesting of restricted shares by authorizing the issuer to sell a number of shares with an aggregate fair market value that would satisfy the withholding amount due. Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire. 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. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones. 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. 75% of the options were certified as vested on December 6, 2018. The remaining options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones. Twenty-five percent of this restricted stock grant vested on April 1, 2018 and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2018, October 1, 2019, and October 1, 2020. 18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones. This option becomes exercisable, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. These restricted stock units vest, if at all, based on total shareholder return (TSR) milestones. TSR is calculated based on the change in a the issuer's stock price during the performance period, taking into account any dividends paid during that period, which are assumed to be reinvested in the stock. 15/48th of this option grant will vest on January 1, 2019 and thereafter 1/48th of the option grant will vest each month for thirty three months. Twenty-five percent of this restricted stock grant will vest on January 1, 2019 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2019, October 1, 2020, and October 1, 2021. Twenty-five percent of this restricted stock grant will vest on January 1, 2020 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, October 1, 2021, and October 1, 2022. 15/48th of this option grant will vest on January 1, 2020 and thereafter 1/48th of the option grant will vest each month for thirty three months. /s/ Mark A. Shaffer, by power of attorney 2018-12-10