LIVEPERSON (LPSN) CFO John DeNeen: Shares Cancelled/Converted in Merger

What Happened
John DeNeen, LIVEPERSON’s Chief Financial Officer and Chief Operating Officer, recorded dispositions on September 4, 2026 totaling 114,490 shares/units in connection with the company’s merger into SoundHound AI. The filing shows: 27,082 issuer common shares, 81,148 restricted stock units (Company RSUs), and 6,260 derivative units were disposed. No per-share sale price or cash proceeds are reported — these were merger-related cancellations/conversions rather than open-market sales.

Key Details

• Transaction date: 2026-09-04 (reported on the same date). Transaction type: Disposition to issuer (merger-related).
• Shares/units involved: 27,082 common shares; 81,148 Company RSUs; 6,260 derivative units — total 114,490.
• Price / proceeds: N/A — shares were cancelled/converted under merger terms, not sold for cash.
• Merger mechanics (from filing footnotes):
  • Each share of LIVEPERSON common stock was cancelled and converted into the right to receive 0.4673 shares of SoundHound AI Class A common stock (Per Share Merger Consideration).
  • The 81,148 Company RSUs were assumed and converted into equivalent restricted stock units of the parent (Assumed RSUs) covering Parent Class A shares based on the 0.4673 ratio, rounded down to whole shares; they retain prior service-vesting/settlement terms (performance-based vesting excluded).
  • Outstanding options were cancelled without payment where the option exercise price exceeded the merger’s cash-equivalent consideration.
• Shares owned after transaction: Not specified in the Form 4.

Context
This activity is merger-driven: shares and RSUs were cancelled or converted into rights to Parent (SoundHound AI) shares per the Merger Agreement. That is different from an insider selling shares on the open market — it reflects the corporate restructuring and conversion mechanics, not a discretionary sale for cash. Options that were underwater were cancelled without payment per the filing.