Bloch Stephen M Form 4 Liquidia / Stephen M Bloch 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^*

Bloch Stephen M

(Last)

(First)

(Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVENUE, SUITE 250

(Street)

WESTPORT

06880

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liquidia Technologies Inc [ LQDA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/30/2018		C		87,837	A	⁽¹⁾	90,536	I	See footnote⁽⁷⁾
Common Stock	07/30/2018		C		89,630	A	⁽²⁾	180,166	I	See footnote⁽⁷⁾
Common Stock	07/30/2018		C		31,471	A	⁽³⁾	211,637	I	See footnote⁽⁷⁾
Common Stock	07/30/2018		C		680,266	A	⁽⁴⁾	891,903	I	See footnote⁽⁷⁾
Common Stock	07/30/2018		C		944,127	A	⁽⁵⁾	1,836,030	I	See footnote⁽⁷⁾
Common Stock	07/30/2018		P		727,273	A	$11	2,563,303	I	See footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/30/2018		C			918,657	⁽¹⁾	⁽¹⁾	Common Stock	87,837	⁽¹⁾	0	I	See footnote⁽⁷⁾
Series A-1 Preferred Stock	⁽²⁾	07/30/2018		C			650,427	⁽²⁾	⁽²⁾	Common Stock	89,630	⁽²⁾	0	I	See footnote⁽⁷⁾
Series B Preferred Stock	⁽³⁾	07/30/2018		C			222,529	⁽³⁾	⁽³⁾	Common Stock	31,471	⁽³⁾	0	I	See footnote⁽⁷⁾
Series C Preferred Stock	⁽⁴⁾	07/30/2018		C			5,254,658	⁽⁴⁾	⁽⁴⁾	Common Stock	680,266	⁽⁴⁾	0	I	See footnote⁽⁷⁾
Series D Preferred Stock	⁽⁵⁾	07/30/2018		C			15,887,155	⁽⁵⁾	⁽⁵⁾	Common Stock	944,127	⁽⁵⁾	0	I	See footnote⁽⁷⁾
Warrant to purchase Series D Preferred Stock	$0.01	07/30/2018		J⁽⁶⁾			578,498	01/09/2017	12/31/2026	Series D Preferred Stock	578,498	⁽⁶⁾	0	I	See footnote⁽⁷⁾
Warrant to purchase Common Stock	$0.01	07/30/2018		J⁽⁶⁾		34,378		01/09/2017	12/31/2026	Common Stock	34,378	⁽⁶⁾	34,378	I	See footnote⁽⁷⁾

Explanation of Responses:

1. The Series A preferred stock had no expiration date and automatically converted into the Issuer's common stock on a 0.0956-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

2. The Series A-1 preferred stock had no expiration date and automatically converted into the Issuer's common stock on a 0.1378-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

3. The Series B preferred stock had no expiration date and automatically converted into the Issuer's common stock on a 0.1414-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

4. The Series C preferred stock had no expiration date and automatically converted into the Issuer's common stock on a 0.1295-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

5. The Series D preferred stock had no expiration date and automatically converted into the Issuer's common stock on a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering.

6. Immediately prior to the closing of the Issuer's initial public offering and without payment of further consideration, the Warrant to purchase Series D Preferred Stock automatically became exercisable to purchase the Issuer's common stock. The transaction is listed solely for the purpose of reporting the change of the title and amount of securities underlying the warrant.

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 (incorporated by reference to Power of Attorney filed as Exhibit 24 to the Form 3 filed by the Reporting Person on July 25, 2018)

	/s/ Nancy Levenson, Attorney-in-Fact	08/01/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Bloch Stephen M Form 4Liquidia / Stephen M Bloch ownership change