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

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 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.

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.

The
transactions in Common Stock effected by the Reporting Persons during the past 60 days are set out in Exhibit 1
hereto.

No
person other than Discovery Equity Partners is known to any Reporting Person
to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any
of the shares of Common Stock reported herein.

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

There
are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting
Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery
Group and Discovery Equity Partners, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreement
of the Reporting Persons with respect to the Schedule 13D that was included as an exhibit thereto, the Joint Filing Agreement
of the Reporting Persons with respect to this Amendment No. 1 included as Exhibit 2 to this Amendment No.
1, and the Power of Attorney granted by Michael R. Murphy with respect to reports under Section 13 of the Securities Exchange
Act of 1934, as amended, which Power of Attorney is included as Exhibit 3 to this Amendment No. 1.

Date

DISCOVERY EQUITY PARTNERS, L.P.

By: Michael R. Murphy*

DISCOVERY GROUP I, LLC

By: Michael R. Murphy*

Mark Buckley

Attorney-in-Fact for Michael R. Murphy