Edgar Filing: Shaffer Mark A

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).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 ^*

Shaffer Mark A

2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [LQDT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
VP, Gen. Counsel & Secretary

(Last)

(First)

(Middle)

C/O LIQUIDITY SERVICES, INC., 6931 ARLINGTON ROAD, SUTIE 200

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2017

(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								5,678	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Grant

$ 9.35

⁽¹⁾

04/09/2025

Common Stock

795

Employee Stock Grant

$ 4.57

⁽²⁾

02/16/2026

Common Stock

3,452

Employee Stock Grant

$ 5.8

⁽³⁾

02/16/2026

Common Stock

1,726

Employee Stock Grant

$ 8.15

⁽⁴⁾

06/22/2026

Common Stock

11,250

Employee Stock Grant

$ 8.3

⁽⁵⁾

10/01/2026

Common Stock

8,850

Employee Stock Grant

$ 8.3

⁽³⁾

10/01/2026

Common Stock

8,850

Employee Stock Option

$ 8.3

⁽⁶⁾

10/01/2026

Common Stock

5,250

Employee Stock Option

$ 8.3

⁽⁷⁾

10/01/2026

Common Stock

5,250

Employee Stock Option

$ 4.47

12/11/2017

18,240

⁽⁷⁾

10/01/2027

Common Stock

18,240

$ 0

18,240

Employee Stock Option

$ 4.47

12/11/2017

12,160

⁽⁸⁾

10/01/2027

Common Stock

12,160

$ 0

12,160

Employee Stock Grant

$ 4.47

12/11/2017

1,860

⁽³⁾

10/01/2027

Common Stock

1,860

$ 0

1,860

Employee Stock Grant

$ 4.47

12/11/2017

1,240

⁽⁹⁾

10/01/2027

Common Stock

1,240

$ 0

1,240

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Shaffer Mark A C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUTIE 200 BETHESDA, MD 20814			VP, Gen. Counsel & Secretary

Signatures

/s/ Mark A. Shaffer		12/13/2017
^**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)	Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8 of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
(2)	Twenty-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.
(3)	These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(4)	Twenty-five percent of this restricted stock grant vested on July 1, 2017 and thereafter 1/4 of the restricted stock grant will vest on July 1 of each year for three years.
(5)	Twenty-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.
(6)	18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
(7)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(8)	15/48th 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.
(9)	Twenty-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.

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