SEC FORM 4 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*
Adair Jason

(Last) (First) (Middle)
419 DAVIS DRIVE, SUITE 100

(Street)
MORRISVILLE NC 27560

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Business Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/31/2023
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
Rule 10b5-1(c) Transaction Indication

X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 08/31/2023 M 1,562(2) A (1) 53,897(3) D
Common Stock 08/31/2023 S(5) 445(4) D $6.88 53,452(3) 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
Restricted Stock Unit (1) 08/31/2023 M 1,562 (1) (1) Common Stock 1,562 $0 28,452 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
2. On January 16, 2022, the Reporting Person was granted 25,000 RSUs with 25% vesting on February 28, 2023, with the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 9,375 have vested through August 31, 2023.
3. Includes (i) 25,000 RSUs granted to the Reporting Person on July 6, 2023, none of which have vested as of the date of this Form 4 and (ii) 1,819 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan on August 31, 2023. Prior to this filing, the Reporting Person had a total of 50,516 securities beneficially owned, not the previously erroneously disclosed number of 58,704 filed per the Reporting Person's Form 4 on July 7, 2023.
4. These shares were sold to cover taxes associated with the settlement of RSUs.
5. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 13, 2022.
/s/ Jason Adair 09/05/2023
** 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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