SEC Form 4 · accession 0001574629-26-000002

LIVEPERSON INC · LPSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1On September 4, 2026, pursuant to the terms of the Amended and Restated Merger Agreement, dated as of July 2, 2026 (the "Merger Agreement"), by and among the Issuer, SoundHound AI, Inc., a Delaware corporation ("Parent"), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub II"), Merger Sub merged with and into the Issuer and immediately thereafter, Merger Sub II merged with and into the Issuer, with the Issuer continuing as the surviving corporation as an indirect wholly owned subsidiary of Parent (the "Mergers").
• F2In connection with the Mergers, each share of Issuer common stock was cancelled and converted into the right to receive 0.4673 fully paid and nonassessable shares of Parent's Class A common stock (the "Per Share Merger Consideration"), subject to the terms and conditions of the Merger Agreement.
• F3The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
• F4The reporting person declares that neither the filing of this statement nor anything herein shall be deemed an admission that the reporting person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of the reporting person in such securities. The reporting person may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.
• F5This statement is filed by and on behalf of Ryan L. Vardeman. Palogic Value Fund, L.P., a Delaware limited partnership (Palogic Value Fund), is the record and direct beneficial owner of the securities covered by this statement. Palogic Value Management, L.P., a Delaware limited partnership (Palogic Value Management), is the general partner of, and may be deemed to beneficially own securities owned by, Palogic Value Fund. Palogic Capital Management, LLC, a Delaware limited liability company (Palogic Capital Management), is the general partner of, and may be deemed to beneficially own securities beneficially owned by, Palogic Value Management. Mr. Vardeman is the sole member of, and may be deemed to beneficially own securities beneficially owned by, Palogic Capital Management. Mr. Vardeman is also a limited partner in, and may be deemed to beneficially own securities owned by, Palogic Value Fund.
• F6Represents 23,350 restricted stock units previously awarded by the Issuer ("Company RSUs") and held by the reporting person immediately prior to the First Effective Time (as defined in the Merger Agreement).
• F7Pursuant to the Merger Agreement, at the First Effective Time, these Company RSUs were cancelled and converted into the right to receive the Per Share Merger Consideration, subject to the terms and conditions of the Merger Agreement, in respect of each share of Issuer common stock subject to such Company RSU.
• F8Following the closing of the merger of the Issuer with and into SoundHound AI, Inc., Palogic Value Fund sold $3.9 million aggregate principal amount of the Issuer's 0% Convertible Senior Notes due 2026 to the Issuer at a price of $3.12 million.