Vector Capital Management, L.P. bought $6,294,268 worth of shares (1,805,569 units at $3.49) (SEC Form 4)
$LPSN
Computer Software: Prepackaged Software
Technology
| 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 |
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| 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)
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2. Issuer Name and Ticker or Trading Symbol
LIVEPERSON INC [ LPSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/18/2023 | P | 100,000 | A | $3.3071(3) | 9,193,887 | I | See Footnotes(1)(2) | ||
| Common Stock | 12/20/2023 | P | 175,000 | A | $3.4064(4) | 9,368,887 | I | See Footnotes(1)(2) | ||
| Common Stock | 12/21/2023 | P | 250,000 | A | $3.3855(5) | 9,618,887 | I | See Footnotes(1)(2) | ||
| Common Stock | 12/22/2023 | P | 152,935 | A | $3.4866(6) | 9,771,822 | I | See Footnotes(1)(2) | ||
| Common Stock | 12/26/2023 | P | 14,282 | A | $3.4988(7) | 9,786,104 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/03/2024 | P | 169,257 | A | $3.5877(8) | 9,955,361 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/04/2024 | P | 182,500 | A | $3.587(9) | 10,137,861 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/05/2024 | P | 26,630 | A | $3.5862(10) | 10,164,491 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/08/2024 | P | 30,000 | A | $3.599(11) | 10,194,491 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/09/2024 | P | 350,000 | A | $3.542(12) | 10,544,491 | I | See Footnotes(1)(2) | ||
| Common Stock | 01/10/2024 | P | 354,965 | A | $3.4731(13) | 10,899,456 | I | See Footnotes(1)(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock"), reported herein are held directly by Vector Capital VI, L.P. ("VCVI"). VCVI has delegated all voting and investment power over the securities in its portfolio to Vector Capital Management, L.P. ("VCM"), an investment adviser registered with the Securities and Exchange Commission (the "SEC"). |
| 2. VCM, together with Vector Capital, L.L.C. ("VCLLC"), its general partner, and Alexander R. Slusky ("Mr. Slusky"), the managing member of VCLLC and Chief Investment Officer of VCM, may be deemed to beneficially own the Common Stock held directly by VCVI. Each of VCM, VCLLC and Mr. Slusky disclaims beneficial ownership of the Common Stock held by VCVI, except to the extent of its or his pecuniary interest, if any, therein. The inclusion of the Common Stock in this report shall not be deemed an admission by such reporting person of beneficial ownership for any other purpose. |
| 3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.35, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.25 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.32 to $3.445, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.43 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.49 to $3.50, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.49 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.50 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.54 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.595 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.45 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| 13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.32 to $3.60, inclusive. The Reporting Persons undertake to provide upon request by the staff of the SEC, the Issuer or a security holder of the Issuer full information regarding the number of shares purchased at each separate price. |
| Remarks: |
| VECTOR CAPITAL VI, L.P., By: Vector Capital Partners VI, L.P., its General Partner, By: Vector Capital Partners VI, Ltd., its General Partner, By: /s/ David Baylor, David Baylor, Director | 01/10/2024 | |
| VECTOR CAPITAL MANAGEMENT, L.P., By: Vector Capital L.L.C., its General Partner, By: / s/ Alexander R. Slusky, Alexander R. Slusky, Managing Member | 01/10/2024 | |
| VECTOR CAPITAL, L.L.C., By: / s/ Alexander R. Slusky, Alexander R. Slusky, Managing Member | 01/10/2024 | |
| /s/ Alexander R. Slusky, ALEXANDER R. SLUSKY | 01/10/2024 | |
| ** 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. | ||