Item 8.01. Other Events.

On March 21, 2023, LivePerson, Inc. ("LivePerson" or the "Company") entered into individual privately negotiated transactions (the "Note Repurchase Agreements") with certain holders of its 0.750% Convertible Senior Notes due 2024 (the "Notes"), pursuant to which the Company agreed to pay an aggregate of approximately $149.7 million in cash for the repurchase of approximately $157.5 million in aggregate principal amount of the Notes (the "Note Repurchases").

In connection with the Note Repurchases, the Company expects to unwind a portion of the capped call options associated with the aggregate principal amount of Notes repurchased.

The foregoing description of the Note Repurchase Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form thereof, a copy of which is filed as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" regarding LivePerson that are not historical facts. Any such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual future events or results to differ materially from such statements, including, but not limited to, prevailing market conditions and the impact of general economic, industry or political conditions in the United States or internationally. The forward-looking statements contained in this Current Report on Form 8-K are also subject to additional risks, uncertainties, and factors, including those more fully described in the "Risk Factors" described in LivePerson's Annual Report on Form 10-K for the year ended December 31, 2022 which has been filed with the Securities and Exchange Commission (the "SEC"), and in LivePerson's other filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. LivePerson undertakes no obligation to update any forward-looking statement, whether as a result of changes in underlying factors, new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following documents are included as exhibits to this report:



      99.1**          Form of Note Repurchase Agreement.
       104**          Cover Page Interactive Data File (embedded within the Inline XBRL
                    document)



*  Furnished herewith

**  Filed herewith

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