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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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.
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)
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)
10/07/2019
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 10/07/2019 M(1) 4,790 A $0 3,747,336 I By the William P. Angrick III Revocable Trust(2)
Common Stock 873,379 I By the William P. Angrick III 2005 Irrevocable Trust(2)
Common Stock 575,513 I By the Stephanie S. Angrick 2005 Irrevocable Trust(3)
Common Stock 114,699 I By the Stephanie S. Angrick Revocable Trust(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
Employee Stock Option $6.72 (4) 10/01/2028 Common Stock 124,200 124,200 D
Employee Stock Grant (5) (6) 10/01/2028 Common Stock 17,300 17,300 D
Employee Stock Option $6.72 (7) 10/01/2022 Common Stock 124,200 124,200 D
Employee Stock Grant (5) (8) 10/01/2022 Common Stock 17,300 17,300 D
Employee Stock Option $4.92 (4) 10/01/2027 Common Stock 130,620 130,620 D
Employee Stock Option $4.92 (9) 10/01/2027 Common Stock 87,080 87,080 D
Employee Stock Grant (5) (6) 12/11/2021 Common Stock 4,920 4,920 D
Employee Stock Grant (5) (10) 10/01/2021 Common Stock 4,100 4,100 D
Employee Stock Grant (5) (11) 10/01/2020 Common Stock 18,812 18,812 D
Employee Stock Grant $8.3 (12) 10/01/2026 Common Stock 75,250 75,250 D
Employee Stock Option $9.13 (13) 10/01/2026 Common Stock 48,000 48,000 D
Employee Stock Option $9.13 (14) 10/01/2026 Common Stock 48,000 48,000 D
Employee Stock Grant (5) 10/07/2019 M(15) 9,170 (12) 10/01/2025 Common Stock 9,170 $0 0 D
Employee Stock Option $7.29 (16) 10/01/2025 Common Stock 83,178 83,178 D
Employee Stock Option $7.29 (17) 10/01/2025 Common Stock 20,794 20,794 D
Employee Stock Option $11.45 (18) 10/01/2024 Common Stock 29,980 29,980 D
Employee Stock Option $24.19 (19) 10/01/2023 Common Stock 48,122 48,122 D
Employee Stock Option $46.72 (20) 10/01/2022 Common Stock 14,695 14,695 D
Employee Stock Option $37.72 (21) 10/01/2021 Common Stock 32,139 32,139 D
Employee Stock Option $17.02 (22) 10/01/2020 Common Stock 8,641 8,641 D
Employee Stock Grant (5) (12) 10/01/2020 Common Stock 11,053 11,053 D
Employee Stock Option $9.96 (23) 10/01/2019 Common Stock 4,568 4,568 D
Explanation of Responses:
1. Represents the net issuance of 4,790 shares from the vesting of 9,170 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 4,380 shares. The reporting person relinquished the shares and the issuer cancelled the shares and returned them to treasury in exchange for remitting federal and state tax withholding obligations of the reporting person resulting from the vesting of restricted stock units. Shares withheld represent an exempt transaction pursuant to Section 16b-3(e). No shares were sold by the reporting person.
2. 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.
3. 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.
4. 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.
5. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
6. 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.
7. 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.
8. 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.
9. 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.
10. Twenty-five percent of this restricted stock grant each vested on January 1, 2019 and October 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2020, and October 1, 2021.
11. Twenty-five percent of this restricted stock grant vested on April 1, 2018 and October 1, 2018, and October 1, 2019, and thereafter 1/4th of the restricted stock grant will vest on October 1, 2020.
12. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
13. 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.
14. This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
15. Represents the vesting of restricted stock.
16. These options became fully vested on October 1, 2019.
17. 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.
18. These options became fully vested on October 1, 2018.
19. These options became fully vested on October 1, 2017.
20. These options became fully vested on October 1, 2016.
21. These options became fully vested on October 1, 2015.
22. These options became fully vested on October 1, 2014.
23. These options became fully vested on October 1, 2013.
Remarks:
/s/ Mark A. Shaffer, by power of attorney 10/08/2019
** 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.