Edgar Filing: Rallo James M

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)
President RSCG and CAG

(Last)

(First)

(Middle)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/07/2018

(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	12/07/2018		J⁽¹⁾		4,785	A	$ 6.99	4,785	D
Common Stock	12/07/2018		S⁽²⁾		4,785	D	$ 6.99	0	D
Common Stock								15,039 ⁽³⁾	I	By James M. Rallo 401k
Common Stock								8,000	I	By James M. Rallo IRA
Common Stock								685	I	By James M. Rallo Cust. Michael Rallo MD UTMA ⁽⁴⁾
Common Stock								460	I	By James M. Rallo Cust. Melissa Rallo MD UTMA ⁽⁴⁾

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

$ 7.48

⁽⁵⁾

10/01/2018

Common Stock

2,338

Employee Stock Option

$ 15.47

⁽⁶⁾

10/01/2020

Common Stock

6,678

Employee Stock Grant

$ 15.47

⁽⁷⁾

10/01/2020

Common Stock

5,527

Employee Stock Option

$ 31.37

⁽⁸⁾

10/01/2021

Common Stock

12,358

Employee Stock Option

$ 38.09

⁽⁹⁾

10/01/2022

Common Stock

3,335

Employee Stock Option

$ 29.47

⁽¹⁰⁾

07/18/2023

Common Stock

24,871

Employee Stock Option

$ 21.99

⁽¹¹⁾

10/01/2023

Common Stock

9,938

Employee Stock Option

$ 10.41

⁽¹²⁾

10/01/2024

Common Stock

12,675

Employee Stock Grant

$ 6.63

⁽¹³⁾

10/01/2025

Common Stock

6,380

Employee Stock Grant

$ 6.63

12/07/2018

J⁽¹⁾

4,785

⁽⁷⁾

10/01/2025

Common Stock

6,380

$ 6.99

1,595

Employee Stock Option

$ 6.63

⁽¹⁴⁾

10/01/2025

Common Stock

13,987

Employee Stock Option

$ 6.63

⁽¹⁵⁾

10/01/2025

Common Stock

3,497

Employee Stock Grant

$ 8.3

⁽¹⁶⁾

10/01/2026

Common Stock

3,925

Employee Stock Grant

$ 8.3

⁽⁷⁾

10/01/2026

Common Stock

7,850

Employee Stock Option

$ 8.3

⁽¹⁷⁾

10/01/2026

Common Stock

4,650

Employee Stock Option

$ 8.3

⁽¹⁸⁾

10/01/2026

Common Stock

4,650

Employee Stock Option

$ 4.47

⁽¹⁹⁾

10/01/2027

Common Stock

93,420

Employee Stock Grant

$ 4.47

⁽²⁰⁾

10/01/2027

Common Stock

24,540

Employee Stock Option

$ 4.47

⁽²¹⁾

10/01/2027

Common Stock

62,280

Employee Stock Grant

$ 4.47

⁽²²⁾

10/01/2027

Common Stock

16,360

Employee Stock Option

$ 6.11

⁽²³⁾

10/01/2028

Common Stock

36,550

Employee Stock Grant

$ 6.11

⁽²⁴⁾

10/01/2028

Common Stock

5,950

Employee Stock Option

$ 6.11

⁽¹⁹⁾

10/01/2028

Common Stock

36,550

Employee Stock Grant

$ 6.11

⁽²⁰⁾

10/01/2028

Common Stock

5,950

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rallo James M C/O LIQUIDITY SERVICES, INC. 6931 ARLINGTON ROAD, SUITE 200 BETHESDA, MD 20814			President RSCG and CAG

Signatures

/s/ Mark A. Shaffer, by power of attorney		12/10/2018
^**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 reporting person's advance election to sell upon vesting such restricted shares.
(3)	The number of securities shown as being held in Issuer's 401(k) account for the Reporting Person's benefit is the approximate number of shares of common stock. De minimis fractional interests reported by the Issuer's 401(k) Plan trustee/administrator and held indirectly through the Plan's stock purchase account are not reflected.
(4)	Mr. Rallo disclaims beneficial ownership of these shares.
(5)	These options became fully vested on October 1, 2013.
(6)	These options became fully vested on October 1, 2014.
(7)	These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(8)	These options became fully vested on October 1, 2015.
(9)	These options became fully vested on October 1, 2016.
(10)	Twenty-five percent of this option grant vested on July 18, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(11)	These options became fully vested on October 1, 2017.
(12)	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.
(13)	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.
(14)	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.
(15)	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.
(16)	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.
(17)	18/48th of this option grant vested on April 1, 2018 and thereafter 1/48th of this option grant will vest each month for thirty months.
(18)	This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(19)	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
(20)	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.
(21)	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.
(22)	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.
(23)	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.
(24)	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.

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