SEC Form 4 · accession 0001628280-17-003382

LIQUIDITY SERVICES INC · LQDT

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

Reporting owner

James M Rallo

Officer — President RSCG

Period of report

Apr 3, 2017

Accepted (ET)

Apr 5, 2017 · 5:09 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001235468

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Employee Stock Grant	Apr 3, 2017	J	7,717	$7.61	A	7,717	D
Common Stock	Apr 3, 2017	S	7,717	$7.61	D	0	D
Common Stock^F3	holding	—	—		—	15,039	I	By James M. Rallo 401k
Common Stock	holding	—	—		—	8,000	I	By James M. Rallo IRA
Common Stock^F4	holding	—	—		—	685	I	By James M. Rallo Cust. Michael Rallo MD UTMA
Common Stock	holding	—	—		—	460	I	By James M. Rallo Cust. Melissa Rallo MD UTMA

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Grant^F15	$10.41	Apr 3, 2017	J	7,717	D	—	Oct 1, 2024	Common Stock	30,867	23,150	D
Employee Stock Option^F5	$7.48	holding	—	—	—	—	Oct 1, 2018	Common Stock	2,338	2,338	D
Employee Stock Option^F6	$15.47	holding	—	—	—	—	Oct 1, 2020	Common Stock	6,678	6,678	D
Employee Stock Grant^F7	$15.47	holding	—	—	—	—	Oct 1, 2020	Common Stock	5,527	5,527	D
Employee Stock Option^F8	$31.37	holding	—	—	—	—	Oct 1, 2021	Common Stock	12,358	12,358	D
Employee Stock Option^F9	$38.09	holding	—	—	—	—	Oct 1, 2022	Common Stock	3,335	3,335	D
Employee Stock Grant^F10	$29.47	holding	—	—	—	—	Jul 18, 2023	Common Stock	3,054	3,054	D
Employee Stock Option^F11	$29.47	holding	—	—	—	—	Jul 18, 2023	Common Stock	24,871	24,871	D
Employee Stock Grant^F12	$21.99	holding	—	—	—	—	Oct 1, 2023	Common Stock	1,173	1,173	D
Employee Stock Option^F13	$21.99	holding	—	—	—	—	Oct 1, 2023	Common Stock	9,938	9,938	D
Employee Stock Grant^F14	$13.57	holding	—	—	—	—	May 14, 2024	Common Stock	11,054	11,054	D
Employee Stock Option^F16	$10.41	holding	—	—	—	—	Oct 1, 2024	Common Stock	12,675	12,675	D
Employee Stock Grant^F17	$6.63	holding	—	—	—	—	Oct 1, 2025	Common Stock	19,140	19,140	D
Employee Stock Grant^F7	$6.63	holding	—	—	—	—	Oct 1, 2025	Common Stock	6,380	6,380	D
Employee Stock Option^F18	$6.63	holding	—	—	—	—	Oct 1, 2025	Common Stock	13,987	13,987	D
Employee Stock Option^F19	$6.63	holding	—	—	—	—	Oct 1, 2025	Common Stock	3,497	3,497	D
Employee Stock Grant^F20	$8.30	holding	—	—	—	—	Oct 1, 2026	Common Stock	7,850	7,850	D
Employee Stock Grant^F7	$8.30	holding	—	—	—	—	Oct 1, 2026	Common Stock	7,850	7,850	D
Employee Stock Option^F21	$8.30	holding	—	—	—	—	Oct 1, 2026	Common Stock	4,650	4,650	D
Employee Stock Option^F19	$8.30	holding	—	—	—	—	Oct 1, 2026	Common Stock	4,650	4,650	D

Explanation of responses

F1Represents the vesting of restricted stock.
F10Twenty-five percent of this restricted stock grant vested on July 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on July 1 of each year for three years.
F11Twenty-five percent of this option grant vested on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
F12Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
F13Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
F14Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.
F15Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
F16Twenty-five percent of this option grant vested on October 1, 2015 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
F17Twenty-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.
F18Twenty-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.
F19This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
F2Represents reporting person's advance election to sell upon vesting such restricted shares.
F20Twenty-five percent of this restricted stock grant will vest 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.
F2118/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of this option grant will vest each month for thirty months.
F3The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.
F4Mr. Rallo disclaims beneficial ownership of these shares.
F5These options became fully vested on October 1, 2013.
F6These options became fully vested on October 1, 2014.
F7These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
F8These options became fully vested on October 1, 2015.
F9These options became fully vested on October 1, 2016.