SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Liquid Holdings Group, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
53633A 101
(CUSIP Number)
Douglas Von Allmen
9 Isla Bahia
Fort Lauderdale, Florida 33316
Telephone: 954-463-7699
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 28, 2014
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box¨.
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. SeeSection 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes.)
| Page 1 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Douglas Von Allmen
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
PF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 329,814 |
| 8 | SHARED VOTING POWER 4,983,694 | |
9
|
SOLE DISPOSITIVE POWER 329,814
| |
| 10 | SHARED DISPOSITIVE POWER 4,983,694 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5,313,508
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
21.7%
| 14 | TYPE OF REPORTING PERSON |
IN
| Page 2 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Linda Von Allmen
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
PF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 690,500
|
| 8 | SHARED VOTING POWER 4,983,694 | |
9
|
SOLE DISPOSITIVE POWER 690,500
| |
| 10 | SHARED DISPOSITIVE POWER 4,983,694 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5,674,194
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
23.2%
| 14 | TYPE OF REPORTING PERSON |
IN
| Page 3 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
D&L Partners, L.P.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 4,983,694
|
| 8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 4,983,694
| |
| 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,983,694
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
20.4%
| 14 | TYPE OF REPORTING PERSON |
PN
| Page 4 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
D&L Management Corp.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 4,983,694
|
| 8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 4,983,694
| |
| 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
4,983,694
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
20.4%
| 14 | TYPE OF REPORTING PERSON |
CO
| Page 5 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Von Allmen Dynasty Trust
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Missouri
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 690,500
|
| 8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 690,500
| |
| 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
690,500
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
2.8%
| 14 | TYPE OF REPORTING PERSON |
OO
| Page 6 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Von Allmen Partners, LP
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 219,556
|
8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 219,556 | |
10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
219,556
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.9%
| 14 | TYPE OF REPORTING PERSON |
PN
| Page 7 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
VA Family, LLC
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 219,556
|
8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 219,556 | |
10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
219,556
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.9%
| 14 | TYPE OF REPORTING PERSON |
OO
| Page 8 of 12 pages |
CUSIP No.: 53633A 101
| 1. | NAME OF REPORTING PERSON |
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
NGNG, Inc.
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)x
(b)¨
| 3 | SEC USE ONLY |
| 4 | SOURCE OF FUNDS |
AF
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)¨ |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
Delaware
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7
| SOLE VOTING POWER 110,258
|
8 | SHARED VOTING POWER - | |
9
|
SOLE DISPOSITIVE POWER 110,258
| |
| 10 | SHARED DISPOSITIVE POWER - |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
110,258
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES¨ |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
0.5%
| 14 | TYPE OF REPORTING PERSON |
CO
| Page 9 of 12 pages |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of Liquid Holdings Group, Inc. (“LIQD”, the “Issuer” or the “Company”). This Amendment No. 2 supplements Item 3, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on August 12, 2013 (as amended).
ITEM 3. Source and Amount of Funds or Other Consideration
The source and amount of funds (excluding fees and expenses) used by the Reporting Persons in making the open market purchases of Common Stock referenced in Item 5(c) below is $633,929 from personal funds of Douglas Von Allmen and Linda Von Allmen.
ITEM 5. Interest in Securities of the Issuer.
(a) See chart below, which information is given as of the end of business on March 5, 2014. The percentages set forth in this response are based on 24,486,388 shares of Common Stock outstanding as of November 8, 2013 as reported in the Issuer’s Form 10-Q filed on November 14, 2013.
| Reporting Person | Shares Beneficially Owned | Percent of Class | ||||||
| Douglas Von Allmen | 5,313,508 | 21.7 | % | |||||
| Linda Von Allmen | 5,674,194 | 23.2 | % | |||||
| D&L Partners, L.P. | 4,983,694 | 20.4 | % | |||||
| D&L Management Corp. | 4,983,694 | 20.4 | % | |||||
| Von Allmen Dynasty Trust | 690,500 | 2.8 | % | |||||
| Von Allmen Partners, L.P. | 219,556 | 0.9 | % | |||||
| VA Family, LLC | 219,556 | 0.9 | % | |||||
| NGNG, Inc. | 110,258 | 0.5 | % | |||||
| All Reporting Persons as a Group | 6,004,008 | 24.5 | % | |||||
(b) Mr. Von Allmen and Mrs. Von Allmen have shared power, and D&L Partners and D&L Management each have sole power, to vote or direct the vote of and to dispose or direct the disposition of the 4,983,694 shares of Common Stock held by D&L Partners. Mrs. Von Allmen and the Trust each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 690,500 shares of Common Stock held by the Trust. Mr. Von Allmen, VA Partners and VA Family each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 219,556 shares of Common Stock held by VA Partners. Mr. Von Allmen and NGNG each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 110,258 shares of Common Stock held by NGNG.
| Page 10 of 12 pages |
(c) The Reporting Persons did not effect any transactions in the Common Stock since the filing of Amendment No. 1 to Schedule 13D on February 11, 2014, other than the following:
| Reporting Person | Transaction Type | Transaction Date | # Shares | Price Per Share |
| D&L Partners | Open Market Buy | 2/27/14 | 40,000 | $4.75 |
| D&L Partners | Open Market Buy | 2/27/14 | 3,921 | $4.65 |
| D&L Partners | Open Market Buy | 2/28/14 | 800 | $4.6899 |
| D&L Partners | Open Market Buy | 2/28/14 | 1,066 | $4.69 |
| D&L Partners | Open Market Buy | 2/28/14 | 87,400 | $4.70 |
| D&L Partners | Open Market Buy | 2/28/14 | 700 | $4.9999 |
| D&L Partners | Acquisition in private transactions (no cash consideration was exchanged) | 2/28/14 | 732,292 | - |
| D&L Partners | Open Market Buy | 3/04/14 | 500 | $5.3299 |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Page 11 of 12 pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.
Dated: March 5, 2014
Douglas Von Allmen
D&L Management Corp.
D&L Partners, L.P.
VA Family, LLC
Von Allmen Partners, L.P.
NGNG, Inc.
By:/s/ Douglas Von Allmen
Douglas Von Allmen, for himself; as the Controlling Shareholder of D&L Management (for itself and as General Partner of D&L Partners); as the Manager of VA Family (for itself and as General Partner of VA Partners); and as the Controlling Shareholder of NGNG
Linda Von Allmen
Von Allmen Dynasty Trust
By:/s/ Linda Von Allmen
Linda Von Allmen, for herself and as Trustee of the Trust
| Page 12 of 12 pages |
