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 *
Dudley Gardner H
  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)
Pres, Capital Assets Group
(Last)
(First)
(Middle)
C/O LIQUIDITY SERVICES, INC., 1920 L STREET, N.W., 6TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017
(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               24,098 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 13.35               (1) 06/16/2020 Common Stock 3,188   3,188 D  
Employee Stock Grant $ 15.47               (2) 11/30/2020 Common Stock 2,211   2,211 D  
Employee Stock Grant $ 21.99               (3) 11/27/2023 Common Stock 416   416 D  
Employee Stock Grant $ 21.99               (2) 11/27/2023 Common Stock 1,661   1,661 D  
Employee Stock Option $ 21.99               (4) 11/27/2023 Common Stock 3,519   3,519 D  
Employee Stock Option $ 21.99               (5) 11/27/2023 Common Stock 3,519   3,519 D  
Employee Stock Grant $ 13.57               (6) 05/14/2024 Common Stock 5,527   5,527 D  
Employee Stock Grant $ 12.57               (7) 10/27/2024 Common Stock 12,500   12,500 D  
Employee Stock Grant $ 10.41               (8) 10/01/2024 Common Stock 24,291   24,291 D  
Employee Stock Option $ 10.41               (9) 10/01/2024 Common Stock 7,338   7,338 D  
Employee Stock Grant $ 6.63               (10) 10/01/2025 Common Stock 15,386   15,386 D  
Employee Stock Grant $ 5.11               (2) 10/01/2025 Common Stock 5,129   5,129 D  
Employee Stock Option $ 6.63               (11) 10/01/2025 Common Stock 11,245   11,245 D  
Employee Stock Option $ 6.63               (5) 10/01/2025 Common Stock 2,811   2,811 D  
Employee Stock Grant $ 8.3 03/03/2017   A   8,150     (12) 10/01/2026 Common Stock 8,150 $ 0 8,150 D  
Employee Stock Grant $ 8.3 03/03/2017   A   8,150     (2) 10/01/2026 Common Stock 8,150 $ 0 8,150 D  
Employee Stock Option $ 8.3 03/03/2017   A   4,850     (13) 10/01/2026 Common Stock 4,850 $ 0 4,850 D  
Employee Stock Option $ 8.3 03/03/2017   A   4,850     (5) 10/01/2026 Common Stock 4,850 $ 0 4,850 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dudley Gardner H
C/O LIQUIDITY SERVICES, INC.
1920 L STREET, N.W., 6TH FLOOR
WASHINGTON, DC 20036
      Pres, Capital Assets Group  

Signatures

 /s/ Mark A. Shaffer, by power of attorney   03/07/2017
**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) These options became fully vested on June 1, 2014.
(2) These restricted shares will vest, if at all, based on the Issuer's achievement of certain financial milestones.
(3) Twenty-five percent of this restricted stock grant vested on October 1, 2014 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
(4) Twenty-five percent of this option grant vested on October 1, 2014 and thereafter 1/48th of the option grant will vest each month for thirty-six months.
(5) This option becomes exercisable, if at all, based on the Issuer's achievement of certain financial milestones.
(6) Fifty percent of this restricted stock grant vested on November 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on November 1 of each year for two years.
(7) Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/4th of the restricted stock grant will vest on October 1 of each year for three years.
(8) Twenty-five percent of this restricted stock grant vested on October 1, 2015 and thereafter 1/8th of the restricted stock grant will vest on April 1 and October 1 of each year for three years.
(9) 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.
(10) 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.
(11) 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.
(12) Twenty-five percent of this restricted stock grant will vest 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.
(13) 18/48th of this option grant will vest on April 1, 2018 and thereafter 1/48th of the option grant will vest each month for thirty months.

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