Edgar Filing: Gravley Roger

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gravley Roger

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)
President, GovDeals & CIO

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2019

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/02/2019		J⁽¹⁾		510	A	$ 0	3,328	D
Common Stock	01/02/2019		F⁽²⁾		178	D	$ 6.12	3,150	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Option

$ 9.05

⁽³⁾

10/01/2019

Common Stock

1,801

Employee Stock Grant

$ 15.47

⁽⁴⁾

10/01/2020

Common Stock

1,106

Employee Stock Option

$ 15.47

⁽⁵⁾

10/01/2020

Common Stock

2,292

Employee Stock Option

$ 31.37

⁽⁶⁾

10/01/2021

Common Stock

2,857

Employee Stock Option

$ 21.99

⁽⁷⁾

10/01/2023

Common Stock

3,519

Employee Stock Grant

$ 21.99

⁽⁴⁾

11/27/2023

Common Stock

499

Employee Stock Option

$ 21.99

⁽⁸⁾

11/27/2023

Common Stock

3,519

Employee Stock Option

$ 10.41

⁽⁹⁾

10/01/2024

Common Stock

7,338

Employee Stock Option

$ 6.63

⁽¹⁰⁾

10/01/2025

Common Stock

11,430

Employee Stock Grant

$ 6.63

⁽¹¹⁾

10/01/2025

Common Stock

5,213

Employee Stock Option

$ 6.63

⁽¹²⁾

10/01/2025

Common Stock

2,858

Employee Stock Grant

$ 6.63

⁽⁴⁾

10/01/2025

Common Stock

1,303

Employee Stock Grant

$ 8.3

⁽¹³⁾

10/01/2026

Common Stock

4,125

Employee Stock Option

$ 8.3

⁽¹⁴⁾

10/01/2026

Common Stock

4,900

Employee Stock Grant

$ 8.3

⁽⁴⁾

10/01/2026

Common Stock

8,250

Employee Stock Option

$ 8.3

⁽⁸⁾

10/01/2026

Common Stock

4,900

Employee Stock Option

$ 4.47

⁽¹⁵⁾

10/01/2027

Common Stock

29,760

Employee Stock Grant

$ 4.47

⁽¹⁶⁾

10/01/2027

Common Stock

3,060

Employee Stock Option

$ 4.47

⁽¹⁷⁾

10/01/2027

Common Stock

19,840

Employee Stock Grant

$ 4.47

01/02/2019

J⁽¹⁾

510

⁽¹⁸⁾

10/01/2027

Common Stock

2,040

$ 6.12

1,530

Employee Stock Grant

$ 6.11

⁽¹⁶⁾

10/01/2028

Common Stock

6,150

Employee Stock Option

$ 6.11

⁽¹⁵⁾

10/01/2028

Common Stock

37,850

Employee Stock Grant

$ 6.11

⁽¹⁹⁾

10/01/2028

Common Stock

12,300

Employee Stock Option

$ 6.11

⁽²⁰⁾

10/01/2028

Common Stock

37,850

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gravley Roger C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD 20814			President, GovDeals & CIO

Signatures

Mark A. Shaffer		01/04/2019
^**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)	Represents the vesting of restricted stock.
(2)	Represents 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.
(3)	These options became fully vested on October 1, 2013.
(4)	These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(5)	These options became fully vested on October 1, 2014.
(6)	These options became fully vested on October 1, 2015.
(7)	These options became fully vested on October 1, 2017.
(8)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(9)	Twenty-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.
(10)	Twenty-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.
(11)	Twenty-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.
(12)	75% 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.
(13)	Twenty-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.
(14)	18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.
(15)	This 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.
(16)	These 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.
(17)	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.
(18)	Twenty-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.
(19)	Twenty-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.
(20)	15/48th 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.