Statement of Changes in Beneficial Ownership (4)
26 March 2021 - 10:20AM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Angrick William P III |
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC
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LQDT
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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 |
(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/23/2021 |
(Street)
BETHESDA, MD 20814
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/23/2021 | | M(1) | | 20794 | A | $7.29 | 5623138 | I | By the William P. Angrick III Revocable Trust (2) |
Common Stock | | | | | | | | 873379 | I | By the William P. Angrick III 2005 Irrevocable Trust (2) |
Common Stock | | | | | | | | 575513 | I | By the Stephanie S. Angrick 2005 Irrevocable Trust (3) |
Common Stock | | | | | | | | 114699 | I | By the Stephanie S. Angrick Revocable Trust (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | $7.36 | | | | | | | (4) | 12/3/2024 | Common Stock | 139900.0 | | 139900 | D | |
Employee Stock Option | $7.36 | | | | | | | (5) | 12/3/2024 | Common Stock | 139900.0 | | 139900 | D | |
Employee Stock Grant | (6) | | | | | | | (7) | 1/1/2024 | Common Stock | 41025.0 | | 41025 | D | |
Employee Stock Option | $6.72 | | | | | | | (4) | 10/1/2028 | Common Stock | 124200.0 | | 124200 | D | |
Employee Stock Option | $6.72 | | | | | | | (8) | 10/1/2022 | Common Stock | 124200.0 | | 124200 | D | |
Employee Stock Grant | (6) | | | | | | | (9) | 1/1/2023 | Common Stock | 8650.0 | | 8650 | D | |
Employee Stock Option | $4.92 | | | | | | | (4) | 10/1/2027 | Common Stock | 130620.0 | | 130620 | D | |
Employee Stock Option | $4.92 | | | | | | | (10) | 10/1/2027 | Common Stock | 87080.0 | | 87080 | D | |
Employee Stock Grant | (6) | | | | | | | (11) | 10/1/2021 | Common Stock | 2050.0 | | 2050 | D | |
Employee Stock Grant | (6) | | | | | | | (12) | 10/1/2026 | Common Stock | 32358.0 | | 32358 | D | |
Employee Stock Option | $9.13 | | | | | | | (13) | 10/1/2026 | Common Stock | 48000.0 | | 48000 | D | |
Employee Stock Option | $9.13 | | | | | | | (14) | 10/1/2026 | Common Stock | 48000.0 | | 48000 | D | |
Employee Stock Option | $7.29 | | | | | | | (15) | 10/1/2025 | Common Stock | 56193.0 | | 56193 | D | |
Employee Stock Option | $7.29 | 3/23/2021 | | M (1) | | | 20794 | (16) | 10/1/2025 | Common Stock | 20794.0 | $0 | 0 | D | |
Employee Stock Option | $11.45 | | | | | | | (17) | 10/1/2024 | Common Stock | 29980.0 | | 29980 | D | |
Employee Stock Option | $24.19 | | | | | | | (18) | 10/1/2023 | Common Stock | 48122.0 | | 48122 | D | |
Employee Stock Option | $46.72 | | | | | | | (19) | 10/1/2022 | Common Stock | 14695.0 | | 14695 | D | |
Employee Stock Option | $37.72 | | | | | | | (20) | 10/1/2021 | Common Stock | 32139.0 | | 32139 | D | |
Explanation of Responses: |
(1) | Represents the exercise of stock options. |
(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) | 12/48th of this option grant vested on January 1, 2021 and thereafter, an additional 1/48th vests each month for thirty-six months. |
(6) | Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. |
(7) | Twenty-five percent of this restricted stock unit grant vested on January 1, 2021 and thereafter, an additional 1/4th vests on each of January 1, 2022, January 1, 2023 and January 1, 2024. |
(8) | 15/48th of this option grant vested on January 1, 2020 and thereafter, an additional 1/48th will vest each month for thirty-three months. |
(9) | Twenty-five percent of this restricted stock unit grant vested on January 1, 2020 and thereafter, an additional 1/4th vests on each of January 1, 2021, January 1, 2022, and January 1, 2023. |
(10) | 15/48th of this option grant vested on January 1, 2019 and thereafter, an additional 1/48th vests each month for thirty three months. |
(11) | Twenty-five percent of this restricted stock unit grant vested on January 1, 2019 and thereafter, an additional 1/4th vests on each of October 1, 2019, October 1, 2020, and October 1, 2021. |
(12) | These restricted stock units will vest, if at all, based on the issuer's achievement of certain financial milestones. |
(13) | These options became fully exercisable on October 1, 2020. |
(14) | These options become exercisable, if at all, based on the issuer's achievement of certain financial milestones. |
(15) | These options became fully exercisable on October 1, 2019. |
(16) | 75% of these options were certified as exercisable on December 6, 2018. The remaining options become exercisable, if at all, based on the issuer's achievement of certain financial milestones. |
(17) | These options became fully exercisable on October 1, 2018. |
(18) | These options became fully exercisable on October 1, 2017. |
(19) | These options became fully exercisable on October 1, 2016. |
(20) | These options became fully exercisable on October 1, 2015. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Angrick William P III C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD 20814 | X | X | Chairman of the Board and CEO |
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Signatures
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/s/ Mark A. Shaffer, by power of attorney | | 3/25/2021 |
**Signature of Reporting Person | Date |
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