SEC Form 4
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*
Murray Novelette
(Last) (First) (Middle)
6931 ARLINGTON ROAD SUITE 200
(Street)
BETHESDA MD 20814
(City) (State) (Zip)
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)
Chief Human Resources Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2024
4. If Amendment, Date of 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
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 12/20/2024 M(16) 692 A $0 64,811 D
Common Stock 12/20/2024 J(17) 692 D $31.34 64,119 D
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 (2) (3) 01/01/2025 Common Stock 1,475 1,475 D
Restricted Stock Unit Grant (2) (4) 01/01/2026 Common Stock 3,490 3,490 D
Restricted Stock Unit Grant (2) (5) 01/01/2027 Common Stock 7,766 7,766 D
Restricted Stock Unit Grant (2) (7) 01/01/2028 Common Stock 10,710 10,710 D
Restricted Stock Unit Grant (2) (6) 01/01/2026 Common Stock 6,980 6,980 D
Restricted Stock Unit Grant (2) 12/20/2024 M(18) 1,035 (6) 01/01/2026 Common Stock 10,355 $0 9,320 D
Restricted Stock Unit Grant (2) (6) 01/01/2027 Common Stock 10,710 10,710 D
Stock Option Grant $10.3 (9) 02/02/2027 Common Stock 1,850 1,850 D
Stock Option Grant $9.46 (1) 12/01/2030 Common Stock 7,693 7,693 D
Stock Option Grant $22.2 (11) 12/07/2031 Common Stock 6,190 6,190 D
Stock Option Grant $14 (12) 12/23/2032 Common Stock 5,027 5,027 D
Stock Option Grant $17.31 (13) 12/22/2033 Common Stock 8,660 8,660 D
Stock Option Grant $10.3 (8) 02/02/2027 Common Stock 1,054 1,054 D
Stock Option Grant $22.2 (6) 12/07/2031 Common Stock 6,190 6,190 D
Stock Option Grant $14 (10) 12/23/2032 Common Stock 8,320 8,320 D
Stock Option Grant $17.31 (10) 12/22/2033 Common Stock 8,660 8,660 D
Restricted Stock Unit Grant (2) (15) 01/01/2029 Common Stock 9,500 9,500 D
Restricted Stock Unit Grant (2) (6) 01/01/2029 Common Stock 9,500 9,500 D
Stock Option Grant $21.62 (14) 10/30/2034 Common Stock 8,000 8,000 D
Stock Option Grant $21.62 (10) 10/30/2034 Common Stock 8,000 8,000 D
Explanation of Responses:
1. 12/48th of this option grant vested on January 1, 2022 and thereafter, an additional 1/48th will vest each month for thirty-six months.
2. Each restricted stock unit is the economic equivalent of one share of Liquidity Services, Inc. Common Stock.
3. 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.
4. 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.
5. Twenty-five percent of this restricted stock unit grant vested on January 1, 2024 and thereafter, an additional 1/4th will vest on each of January 1, 2025, January 1, 2026 and January 1, 2027.
6. These restricted stock units will vest, if at all, based on the Issuer's achievement of certain financial milestones.
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. These options become exercisable, if at all, based on the completion of the Issuer's strategic transformation as well as the Issuer's achievement of certain financial milestones.
9. 15/48th of this option grant vested on January 1, 2018 and thereafter, an additional 1/48th vests each month for thirty-three months.
10. These options become exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. Represents the net issuance of 692 shares from the vesting of 1,035 restricted stock units from which the federal and state withholding due at the vesting of such restricted stock units was satisfied by the issuer withholding 343 shares.
17. In accordance with the Issuer's policies, the reporting person elected the following release method with respect to the vesting of restricted stock units: shares are withheld to cover taxes and remaining shares are sold. The sale proceeds are used to cover fees and the balance is received by the reporting person in cash. This transaction reflects the sale of the 692 shares received by the reporting person in connection with the vesting of 1,035 restricted stock units.
18. Represents the vesting of restricted stock units.
/s/ Mark A. Shaffer, by power of attorney 12/23/2024
** 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.
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