LivePerson (LPSN) Director Ryan Vardeman Sells Shares in Merger

What Happened

• Ryan L. Vardeman, a director of LivePerson, reported multiple dispositions on Sept. 4, 2026 tied to the company’s merger into SoundHound AI. Per the filing, 44,422 shares of LivePerson common stock and 23,350 restricted stock units (RSUs) were cancelled/converted as part of the merger. The merger converted each LivePerson share into the right to receive 0.4673 shares of SoundHound’s Class A common stock. The filing also shows an additional disposition of 3,456 derivative shares reported as sold at $0.00 (reported as a derivative transaction). Separately, Palogic Value Fund (an entity affiliated with Vardeman) sold $3.9 million aggregate principal amount of LivePerson 0% Convertible Senior Notes due 2026 back to the issuer for $3.12 million.

Key Details

• Transaction date: September 4, 2026.
• Conversion: Each LivePerson share was cancelled and converted into 0.4673 shares of SoundHound Class A common stock (per Merger Agreement).
• Reported dispositions: 44,422 shares (cancelled/converted); 23,350 RSUs cancelled/converted; 3,456 derivative shares reported as sold at $0.00 (reported value $0).
• Note sale: Palogic Value Fund sold $3.9M principal amount of 0% Convertible Senior Notes due 2026 to LivePerson for proceeds of $3.12M.
• Shares owned after transaction: Not specified in the Form 4 filing.
• Notable footnotes: Dispositions arise from the Amended and Restated Merger Agreement (merger of LivePerson into SoundHound). Filers include standard disclaimers about beneficial ownership and identify Palogic entities as record owners affiliated with Vardeman.
• Filing timeliness: No late filing indicated in the report.

Context

• These transactions are largely merger-related: common shares and RSUs were cancelled and converted into the right to receive SoundHound stock under the merger terms. The $3.12M cash realized reflects a separate sale of convertible notes by Palogic Value Fund (an affiliate of the reporting person). Derivative line items reported at $0 often reflect non-cash conversions or internal bookkeeping tied to the merger consideration rather than an open-market cash sale.