SEC Form 4 filed by Chairman of the Board and CEO Angrick William P Iii
$LQDT
Business Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LIQUIDITY SERVICES INC [ LQDT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 5,186,058 | I | By the William P. Angrick III Revocable Trust | |||||||
| Common Stock | 873,379 | I | By the William P. Angrick III 2005 Irrevocable Trust(1) | |||||||
| Common Stock | 575,513 | I | By the Stephanie S. Angrick 2005 Irrevocable Trust(2) | |||||||
| Common Stock | 114,699 | I | By the Stephanie S. Angrick Revocable Trust(2) | |||||||
|
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit Grant | (3) | (4) | 01/01/2025 | Common Stock | 5,925 | 5,925 | D | ||||||||
| Restricted Stock Unit Grant | (3) | (5) | 01/01/2026 | Common Stock | 31,400 | 31,400 | D | ||||||||
| Restricted Stock Unit Grant | (3) | (6) | 01/01/2027 | Common Stock | 51,240 | 51,240 | D | ||||||||
| Restricted Stock Unit Grant | (3) | (7) | 01/01/2028 | Common Stock | 61,635 | 61,635 | D | ||||||||
| Restricted Stock Unit Grant | (3) | 10/30/2024 | A | 63,050 | (8) | 01/01/2029 | Common Stock | 63,050 | $0 | 63,050 | D | ||||
| Restricted Stock Unit Grant | (3) | (9) | 01/01/2026 | Common Stock | 62,800 | 62,800 | D | ||||||||
| Restricted Stock Unit Grant | (3) | (9) | 01/01/2026 | Common Stock | 68,320 | 68,320 | D | ||||||||
| Restricted Stock Unit Grant | (3) | (9) | 01/01/2027 | Common Stock | 61,635 | 61,635 | D | ||||||||
| Restricted Stock Unit Grant | (3) | 10/30/2024 | A | 63,050 | (9) | 01/01/2029 | Common Stock | 63,050 | $0 | 63,050 | D | ||||
| Stock Option Grant | $7.29 | (10) | 12/22/2025 | Common Stock | 56,193 | 56,193 | D | ||||||||
| Stock Option Grant | $9.13 | (11) | 03/03/2027 | Common Stock | 38,000 | 38,000 | D | ||||||||
| Stock Option Grant | $4.92 | (12) | 12/11/2027 | Common Stock | 68,938 | 68,938 | D | ||||||||
| Stock Option Grant | $6.72 | (13) | 12/04/2028 | Common Stock | 105,247 | 105,247 | D | ||||||||
| Stock Option Grant | $7.36 | (14) | 12/03/2029 | Common Stock | 139,900 | 139,900 | D | ||||||||
| Stock Option Grant | $10.41 | (15) | 12/01/2030 | Common Stock | 131,950 | 131,950 | D | ||||||||
| Stock Option Grant | $24.42 | (16) | 12/07/2031 | Common Stock | 56,615 | 56,615 | D | ||||||||
| Stock Option Grant | $15.4 | (17) | 12/23/2032 | Common Stock | 53,125 | 53,125 | D | ||||||||
| Stock Option Grant | $19.04 | (18) | 12/22/2033 | Common Stock | 50,170 | 50,170 | D | ||||||||
| Stock Option Grant | $23.78 | 10/30/2024 | A | 53,550 | (19) | 10/30/2034 | Common Stock | 53,550 | $0 | 53,550 | D | ||||
| Stock Option Grant | $9.13 | (20) | 03/03/2027 | Common Stock | 27,360 | 27,360 | D | ||||||||
| Stock Option Grant | $4.92 | (20) | 12/11/2027 | Common Stock | 48,019 | 48,019 | D | ||||||||
| Stock Option Grant | $6.72 | (20) | 12/04/2028 | Common Stock | 124,200 | 124,200 | D | ||||||||
| Stock Option Grant | $7.36 | (20) | 12/03/2029 | Common Stock | 139,900 | 139,900 | D | ||||||||
| Stock Option Grant | $10.41 | (20) | 12/01/2030 | Common Stock | 131,950 | 131,950 | D | ||||||||
| Stock Option Grant | $24.42 | (20) | 12/07/2031 | Common Stock | 56,615 | 56,615 | D | ||||||||
| Stock Option Grant | $15.4 | (20) | 12/23/2032 | Common Stock | 53,125 | 53,125 | D | ||||||||
| Stock Option Grant | $19.04 | (20) | 12/22/2033 | Common Stock | 50,170 | 50,170 | D | ||||||||
| Stock Option Grant | $23.78 | 10/30/2024 | A | 53,550 | (20) | 10/30/2034 | Common Stock | 53,550 | $0 | 53,550 | D | ||||
| Explanation of Responses: |
| 1. These 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. |
| 2. These 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. |
| 3. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock. |
| 4. Twenty-five percent of this restricted stock unit grant vested on January 1, 2022 and thereafter, an additional 1/4th will vest on each of January 1, 2023, January 1, 2024 and January 1, 2025. |
| 5. Twenty-five percent of this restricted stock unit grant vested on January 1, 2023 and thereafter, an additional 1/4th will vest on each of January 1, 2024, January 1, 2025 and January 1, 2026. |
| 6. Twenty-five percent of this restricted stock unit grant vested on January 1, 2024, and thereafter 25% will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027. |
| 7. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2025 and thereafter, an additional 1/4th will vest on each of January 1, 2026, January 1, 2027 and January 1, 2028. |
| 8. Twenty-five percent of this restricted stock unit grant will vest on January 1, 2026 and thereafter, an additional 1/4th will vest on each of January 1, 2027, January 1, 2028 and January 1, 2029. |
| 9. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones. |
| 10. These options became fully exercisable on October 1, 2019. |
| 11. These options became fully exercisable on October 1, 2020. |
| 12. These options became fully exercisable on October 1, 2021. |
| 13. These options became fully exercisable on October 1, 2022. |
| 14. These options became fully exercisable on January 1, 2024. |
| 15. 12/48th of this option grant vested on January 1, 2022 and thereafter, 1/48th will vest each month for thirty-six months. |
| 16. 12/48th of this option grant vested on January 1, 2023 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 17. 12/48th of this option grant vested on January 1, 2024 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 18. 12/48th of this option grant will vest on January 1, 2025 and thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 19. 12/48th of this option grant will vest on January 1, 2026, and, thereafter, an additional 1/48th will vest each month for thirty-six months. |
| 20. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones. |
| /s/ Mark A. Shaffer, by power of attorney | 11/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||