13D Filing: Discovery Group I, LLC and Liveperson Inc (LPSN)

Item 3 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The total purchase price for the 3,055,293
shares of Common Stock beneficially owned by the Reporting Persons as of June 29, 2017 was approximately $23,329,397. The source
of such funds was the assets of Discovery Equity Partners, including proceeds of margin loans under margin loan facilities maintained
in the ordinary course of business by Discovery Equity Partners with a broker on customary terms and conditions. Discovery Equity
Partners is the legal owner of all of the Common Stock beneficially owned by Discovery Group.

Item 5 of the Schedule 13D is hereby amended
to read in its entirety as follows:

The information concerning percentages
of ownership set forth below is based on 58,444,291 shares of Common Stock outstanding
as of May 3, 2017 in the Company’s Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2017.

Discovery Equity Partners beneficially
owns 3,055,293 shares of Common Stock as of June 29,
2017, which represents 5.2% of the outstanding Common Stock.

Discovery Group beneficially owns 3,055,293
shares of Common Stock as of June 29, 2017, which represents 5.2%
of the outstanding Common Stock.

Discovery
Group is the investment manager of Discovery Equity Partners.   Discovery Group exercises ultimate voting and dispositive
power of the securities held by Discovery Equity Partners. As a consequence, Discovery Group may be deemed to share beneficial
ownership of all of the shares of Common Stock owned by Discovery Equity Partners. Voting and disposition decisions at Discovery
Group with respect to the investment of such securities are made by a five-person investment committee (the “Committee”)
which makes such investment decisions by majority vote. No member of the Committee may act individually to vote or sell shares
of Common Stock held by Discovery Equity Partners, nor does any such member have a veto right concerning the vote or sale of any
such common stock. Accordingly, no individual member of the Committee is deemed to beneficially own, and each individual member
of the Committee expressly disclaims beneficial ownership of, within the meaning of Rule 13d-3, any shares of Common Stock held
by Discovery Equity Partners solely by virtue of the fact that he or she is a member of the Committee.