UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*
Liquid Holdings Group, Inc.
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
53633A 101
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d1(b) |
| o | Rule 13d1(c) |
| x | Rule 13d1(d) |
| * | 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 the disclosures provided in a prior cover page. |
The information required in 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 ("Act") 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 the Notes).
| CUSIP No. 53633A 101 | ||||
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Robert Keller | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | o | |||
| (b) | o | |||
| 3. | SEC Use Only
| |||
| 4. | Citizenship or Place of Organization United States | |||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||
| 6. | Shared Voting Power* 973,946 | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power* 973,946 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 973,946 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| 11. | Percent of Class Represented by Amount in Row (9)** 1.61% | |||
| 12. | Type of Reporting Person (See Instructions) IN | |||
| * | See Item 4 below. |
| Page2 of7 |
| CUSIP No. 53633A 101 | ||||
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
Ferris Ventures, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | o | |||
| (b) | o | |||
| 3. | SEC Use Only
| |||
| 4. | Citizenship or Place of Organization Arizona | |||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||
| 6. | Shared Voting Power* 165,000 | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power* 165,000 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 165,000 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| 11. | Percent of Class Represented by Amount in Row (9)** 0.27% | |||
| 12. | Type of Reporting Person (See Instructions) OO | |||
| * | See Item 4 below. |
| Page3 of7 |
| CUSIP No. 53633A 101 | ||||
| 1. | Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only)
CMK Keller Holdings, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | o | |||
| (b) | o | |||
| 3. | SEC Use Only
| |||
| 4. | Citizenship or Place of Organization Delaware | |||
Number of Shares Beneficially Owned by Each Reporting Person With | 5. | Sole Voting Power 0 | ||
| 6. | Shared Voting Power* 808,946 | |||
| 7. | Sole Dispositive Power 0 | |||
| 8. | Shared Dispositive Power* 808,946 | |||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person* 808,946 | |||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
| 11. | Percent of Class Represented by Amount in Row (9)** 1.34% | |||
| 12. | Type of Reporting Person (See Instructions) OO | |||
| * | See Item 4 below. |
| Page4 of7 |
| Item 1. | ||
| (a) | Name of Issuer
Liquid Holdings Group, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices
800 Third Avenue 38th Floor New York, NY 10022 | |
| Item 2. | ||
| (a) | Name of Person(s) Filing
Robert Keller, Ferris Ventures, LLC and CMK Keller Holdings, LLC | |
| (b) | Address of Principal Business Office or, if none, Residence
2041 E. Bethany Home Road Phoenix, AZ 85016 | |
| (c) | Citizenship
United States (Robert Keller); Arizona (Ferris Ventures, LLC); Delaware (CMK Keller Holdings, LLC) | |
| (d) | Title of Class of Securities
Common Stock, $0.0001 per share | |
| (e) | CUSIP Number
53633A 101 | |
| Item 3. | If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a: Not applicable | |
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | |
| (a), (b), and (c) | |
| Reporting Persons | Number of Shares With Sole Voting and Dispositive Power* | Number of Shares With Shared Voting and Dispositive Power* | Aggregate Number of Shares Beneficially Owned | Percentage of Class Beneficially Owned** | ||||||||||||
| Robert Keller | 0 | 973,946 | 973,946 | 1.61 | % | |||||||||||
| Ferris Ventures, LLC | 0 | 165,000 | 165,000 | 0.27 | % | |||||||||||
| CMK Keller Holdings, LLC | 0 | 808,946 | 808,946 | 1.34 | % | |||||||||||
| Page5 of7 |
| * | Consists of (a) 808,946 shares of common stock held by CMK Keller Holdings, LLC, a Delaware limited liability company of which Mr. Keller is the sole member and (b) 165,000 shares of common stock held by Ferris Ventures, LLC, an Arizona limited liability company of which Mr. Keller is the managing member. |
| ** | Based upon information contained in the Issuer’s Quarterly Report on Form 10Q for the quarter ended September 30, 2014 filed by the Issuer with the Securities and Exchange Commission on November 14, 2014. |
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the followingx.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
| Page6 of7 |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 13, 2015
Ferris Ventures, LLC | ||
| By: | /s/ Robert Keller | |
| Name: | Robert Keller | |
| Title: | Authorized Signatory | |
| CMK Keller Holdings, LLC | ||
| By: | /s/ Robert Keller | |
| Name: | Robert Keller | |
| Title: | Authorized Signatory | |
| By: | /s/ Robert Keller | |
| Name: | Robert Keller |
| Page7 of7 |
