Edgar Filing: LIQUIDITY SERVICES INC

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 ^*

Rallo James M

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)
CFO, Treasurer

(Last)

(First)

(Middle)

C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
07/18/2013

(Street)

WASHINGTON, DC 20036

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								1,320	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 Option

$ 7.48

⁽¹⁾

10/01/2018

Common Stock

9,338

Employee Stock Grant

$ 15.47

⁽²⁾

10/01/2020

Common Stock

8,343

Employee Stock Option

$ 15.47

⁽³⁾

10/01/2020

Common Stock

8,219

Employee Stock Grant

$ 15.47

⁽⁴⁾

10/01/2020

Common Stock

5,526

Employee Stock Grant

$ 31.11

⁽⁵⁾

10/01/2021

Common Stock

5,585

Employee Stock Option

$ 31.11

⁽⁶⁾

10/01/2021

Common Stock

12,358

Employee Stock Grant

$ 38.09

⁽⁷⁾

10/01/2022

Common Stock

5,003

Employee Stock Grant

$ 38.09

⁽⁸⁾

10/01/2022

Common Stock

5,003

Employee Stock Option

$ 38.09

⁽⁹⁾

10/01/2022

Common Stock

3,335

Employee Stock Option

$ 38.09

⁽¹⁰⁾

10/01/2022

Common Stock

3,335

Employee Stock Grant

$ 29.47

07/18/2013

12,216

⁽¹¹⁾

07/18/2023

Common Stock

12,216

$ 0

12,216

Employee Stock Grant

$ 29.47

07/18/2013

28,503

⁽¹²⁾

07/18/2023

Common Stock

28,503

$ 0

28,503

Employee Stock Option

$ 29.47

07/18/2013

24,871

⁽¹³⁾

07/18/2023

Common Stock

24,871

$ 0

24,871

Employee Stock Option

$ 29.47

07/18/2013

58,031

⁽¹⁴⁾

07/18/2023

Common Stock

58,031

$ 0

58,031

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rallo James M C/O LIQUIDITY SERVICES, INC. 1920 L STREET, N.W., 6TH FLOOR WASHINGTON, DC 20036			CFO, Treasurer

Signatures

/s/ James E. Williams, by power of attorney		07/24/2013
^**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 percent of this option grant vested on October 1, 2009 and thereafter 1/60th of the option grant will vest each month for forty-eight months.
(2)	Twenty-five percent of this restricted stock grant vested on October 1, 2011 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
(3)	Twenty-five percent of this option grant vested on October 1, 2011 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(4)	These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(5)	Twenty-five percent of this restricted stock grant vested on October 1, 2012 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
(6)	Twenty-five percent of this option grant vested on October 1, 2012 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(7)	Twenty-five percent of this restricted stock grant will vest on October 1, 2013 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
(8)	These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(9)	Twenty-five percent of this option grant will vest on October 1, 2013 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(10)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(11)	Twenty-five percent of this restricted stock grant will vest on July 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on July 1 of each year for three years.
(12)	These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(13)	Twenty-five percent of this option grant will vest on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(14)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.

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