SEC Form 4/A · accession 0001628280-19-002418
LIQUIDITY SERVICES INC · LQDT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
William P Angrick III
Officer — Chairman of the Board and CEO · Director · 10% Owner
Period of report
Jan 10, 2019
Accepted (ET)
Mar 4, 2019 · 4:26 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 StockF2,F3 | Jan 10, 2019 | J | 4,920 | $7.65 | A | 3,712,875 | I | By the William P. Angrick III Revocable Trust |
| Common StockF2,F3 | Jan 10, 2019 | F | 2,007 | $7.65 | D | 3,710,868 | I | By the William P. Angrick III Revocable Trust |
| Common StockF3 | holding | — | — | — | 873,379 | I | By the William P. Angrick III 2005 Irrevocable Trust | |
| Common StockF5 | holding | — | — | — | 575,513 | I | By the Stephanie S. Angrick 2005 Irrevocable Trust | |
| Common StockF5 | holding | — | — | — | 114,699 | I | By the Stephanie S. Angrick Revocable Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock GrantF7 | $4.92 | Jan 10, 2019 | J | 4,920 | D | — | Oct 1, 2027 | Common Stock | 12,300 | 7,380 | D |
| Employee Stock OptionF6 | $6.72 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 124,200 | 124,200 | D |
| Employee Stock GrantF7 | $6.72 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 17,300 | 17,300 | D |
| Employee Stock OptionF8 | $6.72 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 124,200 | 124,200 | D |
| Employee Stock GrantF9 | $6.72 | holding | — | — | — | — | Oct 1, 2028 | Common Stock | 17,300 | 17,300 | D |
| Employee Stock OptionF6 | $4.92 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 130,620 | 130,620 | D |
| Employee Stock OptionF10 | $4.92 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 87,080 | 87,080 | D |
| Employee Stock GrantF11 | $4.92 | holding | — | — | — | — | Oct 1, 2027 | Common Stock | 6,150 | 6,150 | D |
| Employee Stock GrantF12 | $8.30 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 37,625 | 37,625 | D |
| Employee Stock GrantF13 | $8.30 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 75,250 | 75,250 | D |
| Employee Stock OptionF14 | $9.13 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 48,000 | 48,000 | D |
| Employee Stock OptionF15 | $9.13 | holding | — | — | — | — | Oct 1, 2026 | Common Stock | 48,000 | 48,000 | D |
| Employee Stock GrantF16 | $7.29 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 36,682 | 36,682 | D |
| Employee Stock GrantF13 | $7.29 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 9,170 | 9,170 | D |
| Employee Stock OptionF17 | $7.29 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 83,178 | 83,178 | D |
| Employee Stock OptionF18 | $7.29 | holding | — | — | — | — | Oct 1, 2025 | Common Stock | 20,794 | 20,794 | D |
| Employee Stock OptionF19 | $11.45 | holding | — | — | — | — | Oct 1, 2024 | Common Stock | 29,980 | 29,980 | D |
| Employee Stock OptionF20 | $24.19 | holding | — | — | — | — | Oct 1, 2023 | Common Stock | 48,122 | 48,122 | D |
| Employee Stock OptionF21 | $46.72 | holding | — | — | — | — | Oct 1, 2022 | Common Stock | 14,695 | 14,695 | D |
| Employee Stock OptionF22 | $37.72 | holding | — | — | — | — | Oct 1, 2021 | Common Stock | 32,139 | 32,139 | D |
| Employee Stock OptionF23 | $17.02 | holding | — | — | — | — | Oct 1, 2020 | Common Stock | 8,641 | 8,641 | D |
| Employee Stock GrantF13 | $15.47 | holding | — | — | — | — | Oct 1, 2020 | Common Stock | 11,053 | 11,053 | D |
| Employee Stock OptionF24 | $9.96 | holding | — | — | — | — | Oct 1, 2019 | Common Stock | 4,568 | 4,568 | D |
Explanation of responses
- F1Represents the vesting of restricted stock.
- F1015/48th 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.
- F11Twenty-five percent of this restricted stock grant vested 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.
- F12Twenty-five percent of this restricted stock grant vested on April 1, 2018 and October 1, 2018, and thereafter 1/4th of the restricted stock grant will vest on each of October 1, 2019, and October 1, 2020.
- F13These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
- F1418/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
- F15This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
- F16Twenty-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.
- F17Twenty-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.
- F1875% 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.
- F19Twenty-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.
- F2Due to a clerical error, the number of shares of Common Stock held by the William P. Angrick III Revocable trust was underreported by 14,507 on the reporting person's Forms 4 filed on each: October 3, 2018, October 8, 2018, December 6, 2018, December 10, 2018, January 4, 2019, and January 11, 2019. The transactions set forth on each of the forgoing Form 4s, including the number of shares of Common Stock subject to such transactions, were timely and accurately reported.
- F20These options became fully vested on October 1, 2017.
- F21These options became fully vested on October 1, 2016.
- F22These options became fully vested on October 1, 2015.
- F23These options became fully vested on October 1, 2014.
- F24These options became fully vested on October 1, 2013.
- F3These 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.
- F4Represents 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.
- F5These 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.
- F6This 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.
- F7These 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.
- F815/48th 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.
- F9Twenty-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.