SEC Form 4 · accession 0001628280-18-014979
LIQUIDITY SERVICES INC · LQDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jorge Celaya
Officer — EVP & Chief Financial Officer
Period of report
Dec 7, 2018
Accepted (ET)
Dec 10, 2018 · 5:19 pm EST
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Dec 7, 2018 | J | 4,751 | $6.99 | A | 32,546 | D | |
| Common Stock | Dec 7, 2018 | F | 2,033 | $6.99 | D | 30,513 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock GrantF5 | $6.63 | Dec 7, 2018 | J | 4,751 | D | — | Oct 1, 2025 | Common Stock | 6,335 | 1,584 | D |
| Employee Stock GrantF3 | $9.70 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 43,724 | 43,724 | D |
| Employee Stock GrantF4 | $6.63 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 6,335 | 6,335 | D |
| Employee Stock OptionF6 | $6.63 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 13,891 | 13,891 | D |
| Employee Stock OptionF7 | $6.63 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 3,473 | 3,473 | D |
| Employee Stock GrantF4 | $8.15 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 3,322 | 3,322 | D |
| Employee Stock GrantF8 | $5.80 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 4,850 | 4,850 | D |
| Employee Stock GrantF5 | $8.30 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 6,644 | 6,644 | D |
| Employee Stock OptionF9 | $8.30 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 5,750 | 5,750 | D |
| Employee Stock OptionF10 | $8.30 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 5,750 | 5,750 | D |
| Employee Stock OptionF11 | $4.47 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 30,420 | 30,420 | D |
| Employee Stock GrantF12 | $4.47 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 3,120 | 3,120 | D |
| Employee Stock OptionF13 | $4.47 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 20,280 | 20,280 | D |
| Employee Stock GrantF14 | $4.47 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 2,080 | 2,080 | D |
| Employee Stock GrantF12 | $6.11 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 5,900 | 5,900 | D |
| Employee Stock GrantF15 | $6.11 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 5,900 | 5,900 | D |
| Employee Stock OptionF11 | $6.11 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 36,500 | 36,500 | D |
| Employee Stock OptionF16 | $6.11 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 36,500 | 36,500 | D |
Explanation of responses
- F1Represents the vesting of restricted stock.
- F10This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
- F11This 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.
- F12These 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.
- F1315/48th 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.
- F14Twenty-five percent of this restricted stock grant will vest on January 1, 2019 and thereafter 1/4th of the restricted stock grant will vest on each October 1, 2019, October 1, 2020, and October 1, 2021.
- F15Twenty-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.
- F1615/48th 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.
- F2Represents an advance election by the insider to satisfy tax withholding obligations related to vesting of restricted shares by authorizing the issuer to sell a number of shares with an aggregate fair market value that would satisfy the withholding amount due.
- F3Twenty-five percent of this restricted stock grant vested on October 1, 2016 and thereafter 1/4 of the restricted stock grant will vest on October 1 of each year for three years. In the event that Mr. Celaya's employment is terminated by the Company without cause or by Mr. Celaya for good reason within his first eighteen months of employment, 37.5 percent of this restricted stock grant will become vested as of the date of his termination. On the eighteen month anniversary of Mr. Celaya's start of employment, this acceleration provision will expire.
- F4Twenty-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.
- F5These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
- F6Twenty-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.
- F775% 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.
- F8Twenty-five percent of this restricted stock grant vested 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.
- F918/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.