Liquidity Services Inc.

11/01/2024 | Press release | Distributed by Public on 11/01/2024 16:24

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Angrick William P III
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
(Last) (First) (Middle)
C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
(Street)
BETHESDA, MD 20814
4. If Amendment, Date 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
(City) (State) (Zip)
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 5,186,058 I By the William P. Angrick III Revocable Trust
Common Stock 873,379 I By the William P. Angrick III 2005 Irrevocable Trust(1)
Common Stock 575,513 I By the Stephanie S. Angrick 2005 Irrevocable Trust(2)
Common Stock 114,699 I By the Stephanie S. Angrick Revocable Trust(2)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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
Restricted Stock Unit Grant (3) (4) 01/01/2025 Common Stock 5,925 5,925 D
Restricted Stock Unit Grant (3) (5) 01/01/2026 Common Stock 31,400 31,400 D
Restricted Stock Unit Grant (3) (6) 01/01/2027 Common Stock 51,240 51,240 D
Restricted Stock Unit Grant (3) (7) 01/01/2028 Common Stock 61,635 61,635 D
Restricted Stock Unit Grant (3) 10/30/2024 A 63,050 (8) 01/01/2029 Common Stock 63,050 $ 0 63,050 D
Restricted Stock Unit Grant (3) (9) 01/01/2026 Common Stock 62,800 62,800 D
Restricted Stock Unit Grant (3) (9) 01/01/2026 Common Stock 68,320 68,320 D
Restricted Stock Unit Grant (3) (9) 01/01/2027 Common Stock 61,635 61,635 D
Restricted Stock Unit Grant (3) 10/30/2024 A 63,050 (9) 01/01/2029 Common Stock 63,050 $ 0 63,050 D
Stock Option Grant $7.29 (10) 12/22/2025 Common Stock 56,193 56,193 D
Stock Option Grant $9.13 (11) 03/03/2027 Common Stock 38,000 38,000 D
Stock Option Grant $4.92 (12) 12/11/2027 Common Stock 68,938 68,938 D
Stock Option Grant $6.72 (13) 12/04/2028 Common Stock 105,247 105,247 D
Stock Option Grant $7.36 (14) 12/03/2029 Common Stock 139,900 139,900 D
Stock Option Grant $10.41 (15) 12/01/2030 Common Stock 131,950 131,950 D
Stock Option Grant $24.42 (16) 12/07/2031 Common Stock 56,615 56,615 D
Stock Option Grant $15.40 (17) 12/23/2032 Common Stock 53,125 53,125 D
Stock Option Grant $19.04 (18) 12/22/2033 Common Stock 50,170 50,170 D
Stock Option Grant $23.78 10/30/2024 A 53,550 (19) 10/30/2034 Common Stock 53,550 $ 0 53,550 D
Stock Option Grant $9.13 (20) 03/03/2027 Common Stock 27,360 27,360 D
Stock Option Grant $4.92 (20) 12/11/2027 Common Stock 48,019 48,019 D
Stock Option Grant $6.72 (20) 12/04/2028 Common Stock 124,200 124,200 D
Stock Option Grant $7.36 (20) 12/03/2029 Common Stock 139,900 139,900 D
Stock Option Grant $10.41 (20) 12/01/2030 Common Stock 131,950 131,950 D
Stock Option Grant $24.42 (20) 12/07/2031 Common Stock 56,615 56,615 D
Stock Option Grant $15.40 (20) 12/23/2032 Common Stock 53,125 53,125 D
Stock Option Grant $19.04 (20) 12/22/2033 Common Stock 50,170 50,170 D
Stock Option Grant $23.78 10/30/2024 A 53,550 (20) 10/30/2034 Common Stock 53,550 $ 0 53,550 D

Reporting Owners

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

Signatures

/s/ Mark A. Shaffer, by power of attorney 11/01/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) 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.
(3) Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
(4) Twenty-five percent of this restricted stock unit grant vested on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025.
(5) Twenty-five percent of this restricted stock unit grant vested on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026.
(6) Twenty-five percent of this restricted stock unit grant vested on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.
(7) Twenty-five percent of this restricted stock unit grant will vest on January 1, 2025 and thereafter, an additional 1/4th will vest on each of January 1, 2026, January 1, 2027 and January 1, 2028.
(8) Twenty-five percent of this restricted stock unit grant will vest on January 1, 2026 and thereafter, an additional 1/4th will vest on each of January 1, 2027, January 1, 2028 and January 1, 2029.
(9) These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(10) These options became fully exercisable on October 1, 2019.
(11) These options became fully exercisable on October 1, 2020.
(12) These options became fully exercisable on October 1, 2021.
(13) These options became fully exercisable on October 1, 2022.
(14) These options became fully exercisable on January 1, 2024.
(15) 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months.
(16) 12/48th of this option grant vested on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months.
(17) 12/48th of this option grant vested on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months.
(18) 12/48th of this option grant will vest on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months.
(19) 12/48th of this option grant will vest on January 1, 2026, and, thereafter, an additional 1/48th will vest each month for thirty-six months.
(20) These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.