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LivePerson director has 26,666 options canceled

A LivePerson director reported the cancellation of 26,666 out-of-the-money stock options in connection with the SoundHound AI merger.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LIVEPERSON INC (LPSN) reported that director Anthony Zingale had stock options canceled in connection with its merger into SoundHound AI, Inc. subsidiaries on September 4, 2026. A total of 26,666 stock options to acquire an equal number of common shares were disposed of to the issuer, leaving no options of this grant outstanding. The options were canceled under the merger agreement because their exercise prices exceeded the defined Per Share Cash Equivalent Consideration, meaning they were out of the money.

The reported option amount already reflects LivePerson’s 1-for-15 reverse stock split that was effected on October 13, 2025.

Positive

  • None.

Negative

  • None.
Insider ZINGALE ANTHONY
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F1, F2, F3 26,666 -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct)
Footnotes (3)
  1. F1. On September 4, 2026, pursuant to the terms of the Amended and Restated Merger Agreement, dated as of July 2, 2026 (the "Merger Agreement"), by and among the Issuer, SoundHound AI, Inc., a Delaware corporation (the "Parent"), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub II"), Merger Sub merged with and into the Issuer and immediately thereafter, Merger Sub II merged with and into the Issuer, with the Issuer continuing as the surviving corporation as an indirect wholly owned subsidiary of Parent (the "Mergers").
  2. F2. Pursuant to the Merger Agreement, each option to acquire shares of Issuer common stock (each "Option") previously granted by the Issuer to the reporting person that was outstanding and unexercised immediately prior to the First Effective Time (as defined in the Merger Agreement), whether vested or unvested, was cancelled without any payment in respect thereof because the per-share exercise price of each Option exceeded the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement).
  3. F3. This number reflects the Issuer's 1-for-15 reverse stock split effected October 13, 2025.
Options canceled 26,666 options Stock options to buy common stock disposed of to issuer on September 4, 2026
Underlying common shares 26,666 shares Common shares underlying the canceled stock options
Options remaining after transaction 0 options Total shares following the reported option disposition for this grant
Reverse stock split ratio 1-for-15 Reverse stock split of LivePerson effected October 13, 2025, reflected in reported number
Merger agreement date July 2, 2026 Date of Amended and Restated Merger Agreement governing the mergers and option treatment
Merger effective date September 4, 2026 Date when SoundHound AI subsidiaries merged with and into LivePerson
Amended and Restated Merger Agreement regulatory
"pursuant to the terms of the Amended and Restated Merger Agreement, dated as of July 2, 2026"
Per Share Cash Equivalent Consideration financial
"because the per-share exercise price of each Option exceeded the Per Share Cash Equivalent Consideration"
reverse stock split financial
"This number reflects the Issuer's 1-for-15 reverse stock split effected October 13, 2025"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
indirect wholly owned subsidiary financial
"an indirect wholly owned subsidiary of Parent"
First Effective Time regulatory
"immediately prior to the First Effective Time (as defined in the Merger Agreement)"

FAQ

What insider transaction did LPSN report for director Anthony Zingale?

LivePerson reported that director Anthony Zingale had 26,666 stock options to acquire common stock canceled and disposed of to the issuer on September 4, 2026, in connection with the completion of the mergers under the Amended and Restated Merger Agreement.

How many LivePerson (LPSN) options were affected in this Form 4 filing?

The filing shows 26,666 stock options, each relating to one share of LivePerson common stock, were canceled and disposed of to the issuer, with 0 options remaining for this grant following the transaction.

Why were Anthony Zingale’s LivePerson (LPSN) options canceled?

Under the Merger Agreement, each outstanding and unexercised option was canceled without payment because the per-share exercise price of each option exceeded the defined Per Share Cash Equivalent Consideration, making the options out of the money at the merger’s effective time.

What corporate event at LivePerson (LPSN) is referenced in this Form 4?

The filing references the completion of the mergers on September 4, 2026, where two SoundHound AI, Inc. subsidiaries merged with and into LivePerson, with LivePerson continuing as the surviving corporation as an indirect wholly owned subsidiary of SoundHound AI.

How does the prior reverse stock split affect the share numbers in this LPSN Form 4?

A footnote states the reported 26,666 options reflect LivePerson’s 1-for-15 reverse stock split that was effected on October 13, 2025. This means the option count shown is already adjusted for that reverse split.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
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*
ZINGALE ANTHONY

(Last)(First)(Middle)
C/O LIVEPERSON, INC.
530 7TH AVE., FLOOR M1

(Street)
NEW YORK NEW YORK 10018

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
LIVEPERSON INC [ LPSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)(1)(2)(1)(2)09/04/2026D26,666(3) (1)(2) (1)(2)Common Stock26,666(1)(2)0D
Explanation of Responses:
1. On September 4, 2026, pursuant to the terms of the Amended and Restated Merger Agreement, dated as of July 2, 2026 (the "Merger Agreement"), by and among the Issuer, SoundHound AI, Inc., a Delaware corporation (the "Parent"), Lightspeed Merger Sub Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), and Lightspeed Merger Sub II Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub II"), Merger Sub merged with and into the Issuer and immediately thereafter, Merger Sub II merged with and into the Issuer, with the Issuer continuing as the surviving corporation as an indirect wholly owned subsidiary of Parent (the "Mergers").
2. Pursuant to the Merger Agreement, each option to acquire shares of Issuer common stock (each "Option") previously granted by the Issuer to the reporting person that was outstanding and unexercised immediately prior to the First Effective Time (as defined in the Merger Agreement), whether vested or unvested, was cancelled without any payment in respect thereof because the per-share exercise price of each Option exceeded the Per Share Cash Equivalent Consideration (as defined in the Merger Agreement).
3. This number reflects the Issuer's 1-for-15 reverse stock split effected October 13, 2025.
Remarks:
/s/ Monica L. Greenberg, Attorney-in-Fact for Anthony Zingale09/04/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

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