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LivePerson CFO’s equity converted in merger

LIVEPERSON INC (LPSN) reported that its CFO and COO, John DeNeen Collins, disposed of equity awards in connection with the closing of its merger into an indirect wholly owned subsidiary of SoundHound AI, Inc. on September 4, 2026.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

LIVEPERSON INC (LPSN) reported that its CFO and COO, John DeNeen Collins, disposed of equity awards in connection with the closing of its merger into an indirect wholly owned subsidiary of SoundHound AI, Inc. on September 4, 2026. All outstanding LivePerson common shares were cancelled and converted into the right to receive shares of the parent’s Class A common stock, while the reporting person’s restricted stock units were assumed and converted into awards over the parent’s stock, and underwater stock options were cancelled without payment.

Positive

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Negative

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Insider Collins John DeNeen
Role CFO and COO
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) F5 6,260 -- --
Disposition Common Stock F1, F2 27,082 -- --
Disposition Common Stock F3, F4 81,148 -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)
Footnotes (5)
  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. In connection with the Mergers, each share of Issuer common stock was cancelled and converted into the right to receive 0.4673 fully paid and nonassessable shares of Parent's Class A common stock (the "Per Share Merger Consideration"), subject to the terms and conditions of the Merger Agreement.
  3. F3. Represents 81,148 restricted stock units previously awarded by the Issuer ("Company RSUs") and held by the reporting person immediately prior to the First Effective Time (as defined in the Merger Agreement).
  4. F4. Pursuant to the Merger Agreement, at the First Effective Time, these Company RSUs were automatically assumed by Parent and converted into restricted stock units covering shares of Parent's Class A common stock (the "Assumed RSUs"). The Assumed RSUs will continue to have the same terms and conditions as applied to the corresponding award of Company RSUs immediately prior to the First Effective Time (including service-vesting and settlement terms, but excluding any performance-based vesting conditions). Each award of Assumed RSUs will cover the number of shares of Parent's Class A common stock (rounded down to the nearest whole share) equal to (i) the number of shares of Issuer common stock subject to the corresponding award of Company RSUs immediately prior to the First Effective Time, multiplied by (ii) the Per Share Merger Consideration.
  5. F5. 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, 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).
Options cancelled 6,260 options Stock options to acquire LivePerson common stock cancelled without payment at the First Effective Time
Common stock disposition 27,082 shares Disposal of LivePerson common stock by the reporting person in connection with the mergers on September 4, 2026
Restricted stock units affected 81,148 RSUs LivePerson RSUs held immediately prior to the First Effective Time and converted into RSUs over the parent’s Class A common stock
Per Share Merger Consideration 0.4673 shares Shares of parent’s Class A common stock received per share of LivePerson common stock in the merger
Dispositions reported 3 transactions Total derivative and non-derivative disposition transactions reported for the officer on September 4, 2026
Options remaining after cancellation 0 options Total stock options reported as held by the officer after the cancellation transaction
Amended and Restated Merger Agreement regulatory
"pursuant to the terms of the Amended and Restated Merger Agreement"
Per Share Merger Consideration financial
"converted into the right to receive 0.4673 fully paid shares as the Per Share Merger Consideration"
restricted stock units financial
"Represents 81,148 restricted stock units previously awarded by the Issuer"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Assumed RSUs financial
"converted into restricted stock units covering shares of Parent's Class A common stock (the "Assumed RSUs")"
Per Share Cash Equivalent Consideration financial
"exercise price of each Option exceeded the Per Share Cash Equivalent Consideration"

FAQ

What did LPSN’s Form 4 report for CFO/COO John DeNeen Collins?

It reported three dispositions on September 4, 2026: cancellation of 6,260 stock options, and treatment of 27,082 common shares and 81,148 restricted stock units in connection with LivePerson’s merger into an indirect wholly owned subsidiary of SoundHound AI, Inc.

How were LivePerson (LPSN) common shares treated in the merger?

Each share of LivePerson common stock was cancelled and converted into the right to receive 0.4673 shares of the parent’s Class A common stock as the Per Share Merger Consideration, subject to the terms and conditions of the Amended and Restated Merger Agreement.

What happened to the 81,148 RSUs reported for LPSN’s CFO/COO?

The 81,148 restricted stock units previously awarded by LivePerson and held immediately prior to the First Effective Time were automatically assumed by the parent and converted into RSUs over the parent’s Class A common stock, preserving service-vesting and settlement terms but excluding performance-based conditions.

Why were 6,260 LivePerson stock options cancelled with no payment?

Each option to acquire LivePerson common stock held by the reporting person and outstanding immediately before the First Effective Time was cancelled without payment because its per-share exercise price exceeded the Per Share Cash Equivalent Consideration defined in the Amended and Restated Merger Agreement.

Was a Rule 10b5-1 trading plan involved in this LPSN Form 4?

No. The filing’s Rule 10b5-1 checkbox is not selected, and the transactions are described as occurring pursuant to the Amended and Restated Merger Agreement in connection with the completion of the mergers with the parent entities.

What corporate change for LIVEPERSON INC underlies these Form 4 transactions?

On September 4, 2026, a merger subsidiary of SoundHound AI, Inc. merged with and into LivePerson, followed by a second merger, with LivePerson continuing as the surviving corporation and becoming an indirect wholly owned subsidiary of the parent.

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

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Learn about SEC filing dates
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*
Collins John DeNeen

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CFO and COO
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
Common Stock09/04/2026D27,082D(1)(2)81,148D
Common Stock09/04/2026D81,148D(3)(4)0D
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)(5)(5)09/04/2026D6,260 (5) (5)Common Stock6,260(5)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. In connection with the Mergers, each share of Issuer common stock was cancelled and converted into the right to receive 0.4673 fully paid and nonassessable shares of Parent's Class A common stock (the "Per Share Merger Consideration"), subject to the terms and conditions of the Merger Agreement.
3. Represents 81,148 restricted stock units previously awarded by the Issuer ("Company RSUs") and held by the reporting person immediately prior to the First Effective Time (as defined in the Merger Agreement).
4. Pursuant to the Merger Agreement, at the First Effective Time, these Company RSUs were automatically assumed by Parent and converted into restricted stock units covering shares of Parent's Class A common stock (the "Assumed RSUs"). The Assumed RSUs will continue to have the same terms and conditions as applied to the corresponding award of Company RSUs immediately prior to the First Effective Time (including service-vesting and settlement terms, but excluding any performance-based vesting conditions). Each award of Assumed RSUs will cover the number of shares of Parent's Class A common stock (rounded down to the nearest whole share) equal to (i) the number of shares of Issuer common stock subject to the corresponding award of Company RSUs immediately prior to the First Effective Time, multiplied by (ii) the Per Share Merger Consideration.
5. 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, 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).
Remarks:
/s/ Monica L. Greenberg, Attorney-in-Fact for John DeNeen Collins09/04/2026
** 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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