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

Page 4 of 7 – SEC Filing

Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D (“Amendment No. 1”) relates to the Common Stock, par value $0.001 per share (the “Common Stock”), of LivePerson, Inc., a Delaware corporation (the “Company”), which has its principal executive offices at 475 Tenth Avenue, 5th Floor, New York, New York 10018.  This Amendment No. 1 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on November 23, 2016 (the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 1, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, complete and correct as of the date of this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration

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

The total purchase price for the 3,656,394
shares of Common Stock beneficially owned by the Reporting Persons as of March 20, 2017 was approximately $27,437,302. 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. Interest in Securities of the Issuer

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 58,299,557 shares of Common Stock outstanding
as of February 28, 2017 in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2016.

Discovery Equity Partners beneficially
owns 3,656,394 shares of Common Stock as of March
20, 2017
, which represents 6.3% of the outstanding Common Stock.

Discovery Group beneficially owns
3,656,394 shares of Common Stock as of March
20, 2017
, which represents 6.3% of the outstanding Common Stock.

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