SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2018 | 3. Issuer Name and Ticker or Trading Symbol Liquidia Technologies Inc [ LQDA ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 2,699 | I | See Footnote(7) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 87,837 | (1) | I | See Footnote(7) |
Series A-1 Preferred Stock | (2) | (2) | Common Stock | 89,630 | (2) | I | See Footnote(7) |
Series B Preferred Stock | (3) | (3) | Common Stock | 31,471 | (3) | I | See Footnote(7) |
Series C Preferred Stock | (4) | (4) | Common Stock | 680,266 | (4) | I | See Footnote(7) |
Warrant to purchase Series D Preferred Stock | 01/09/2017 | 12/31/2026 | Series D Preferred Stock | 34,378(5)(6) | 0.01 | I | See Footnote(7) |
Series D Preferred Stock | (5) | (5) | Common Stock | 944,127 | (5) | I | See Footnote(7) |
Explanation of Responses: |
1. All shares of Series A Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.0956-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
2. All shares of Series A-1 Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.1378-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
3. All shares of Series B Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.1414-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
4. All shares of Series C Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.1295-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
5. All shares of Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering. |
6. Following the automatic conversion of the Series D Preferred Stock, the Warrant to purchase Series D Preferred Stock will be exercisable into 34,378 shares of the Issuer's common stock at an exercise price of $0.01 per share. |
7. The securities are held directly by Canaan VIII L.P. ("Canaan LP"). Canaan Partners VIII LLC ("Canaan LLC" and together with Canaan LP, the "Canaan Entities") is the sole general partner of Canaan LP. Investment and voting decisions with respect to the securities held by Canaan LP are made by the managers of Canaan LLC, collectively. Dr. Bloch disclaims beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest, if any, in such securities by virtue of the limited liability company interests he owns in Canaan LLC. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Janine MacDonald, Attorney-in-Fact | 07/25/2018 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |