FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * LOCASCIO ROBERT P   2. Issuer Name and Ticker or Trading Symbol LIVEPERSON INC [LPSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O LIVEPERSON INC.,, 475 TENTH AVENUE, 5TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/21/2019 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 02/21/2019   A   83,536 (1) A $ 0 350,533 (2) D   Common Stock               4,226,983 I By Ikon, LP

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock

$ 25.95

02/21/2019

A

116,410

(3)

02/21/2029

Common Stock

116,410

$ 0

116,410

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LOCASCIO ROBERT P C/O LIVEPERSON INC., 475 TENTH AVENUE, 5TH FLOOR NEW YORK, NY 10018	X		Chief Executive Officer

Signatures

/s/ Monica L. Greenberg, Attorney-in-Fact		02/25/2019
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The reporting person was granted two awards of restricted stock units under the terms of the LivePerson, Inc. 2009 Stock Incentive Plan consisting of (i) a grant of 35,366 restricted stock units, and (ii) a grant of 48,170 restricted stock units, each of which represents a contingent right to receive one share of common stock. Both restricted stock unit awards vest in equal installments on each of February 21, 2020, 2021 and 2022, subject to the reporting person's employment through each such vesting date.
(2)	Number reported includes 262,702 unvested restricted stock units granted to and held by the reporting person following the transactions reported by this filing.
(3)	This stock option, granted under the terms of the LivePerson, Inc. 2009 Stock Incentive Plan, is scheduled to vest in equal installments on each of February 21, 2020, 2021 and 2022, subject to the reporting person's employment through each such vesting date.

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