Tony Chung Form 4 LIQUIDMETAL / Tony Chung ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Chung Tony

(Last) (First) (Middle)

LIQUIDMETAL TECHNOLOGIES, INC.

30452 ESPERANZA

(Street)

RANCHO SANTA MARGARITA CA 92688

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC [ LQMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2016

4. If Amendment, Date of 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

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	11/30/2016		P		959,290	A	$0.1869(1)	3,503,111	D

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 Securities Underlying Derivative Security (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: 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
Stock Option	$0.124							(2)	07/11/2020	Common Stock	100,000		100,000	D
Stock Option	$0.08							(3)	02/06/2023	Common Stock	781,200		781,200	D
Stock Option	$0.29							(4)	02/05/2024	Common Stock	976,500		976,500	D
Stock Option	$0.14							(5)	01/27/2025	Common Stock	1,500,000		1,500,000	D
Stock Option	$0.07							(6)	02/17/2026	Common Stock	1,500,000		1,500,000	D

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.18 to $0.187. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.

2. The shares covered by the Option vest in five equal annual installments of 20% beginning one year from the date of grant.

3. The shares covered by the Option vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary date of grant, with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant.

4. The shares covered by the Option will vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary of the date of grant; with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant.

5. The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant. Form 4 for option grant was inadvertently not timely filed, but grant was reported on Form 8-K filed by issuer on February 9, 2015.

6. The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant.

	/s/ Curt P. Creely as Attorney-in-Fact for Tony Chung	12/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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