| 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). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/30/2024 | ||||||||||||||||||||||||||
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4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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, $0.001 par value per share ("Common Stock") | 08/30/2024 | J(1) | 3,440,948 | D | (1) | 6,994,997(2) | I | See footnote(3) | ||
| Common Stock | 08/30/2024 | S(4) | 150,000 | D | $9.51 | 6,844,997 | I | See footnote(3) | ||
| Common Stock | 08/30/2024 | P(4) | 150,000 | A | $9.51 | 6,994,997 | I | See footnote(3) | ||
| Common Stock | 20,359 | D(5) | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This transaction represents a pro-rata in-kind distribution by a Caligan Fund (as defined below) to limited partners for no consideration effected as of the close of trading on August 30, 2024. The shares of Common Stock were not disposed of in a sale transaction. |
| 2. Effective as of the close of trading on August 30, 2024, a consulting arrangement with a managed account to which Caligan (as defined below) served as a consultant (the "Consulting Arrangement") was terminated pursuant to its terms, and accordingly, 845,000 shares of Common Stock which were previously reported by the Reporting Persons (as defined below) that were subject to the Consulting Arrangement are no longer reported herein. The ommon Stock were not disposed of in a sale transaction. 75,000 shares of Common Stock that were previously subject to the Consulting Arrangement were received by Caligan pursuant to amounts due under the terms of the Consulting Arrangement and continue to be reported herein. |
| 3. Securities held by certain funds (the "Caligan Funds") and managed accounts (the "Caligan Accounts", and together with the Caligan Funds, the "Caligan Funds and Accounts") to which Caligan serves as investment manager and related entities. David Johnson ("Mr. Johnson", and together with Caligan, the "Reporting Persons") is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. |
| 4. Represents a transaction between the Caligan Funds. |
| 5. Mr. Johnson is deemed to hold the securities reported herein for the benefit of the Caligan Funds and Accounts, and may, after vesting, if applicable, transfer the securities directly to the Caligan Funds and Accounts. |
| Remarks: |
| Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors. |
| Caligan Partners LP, By: /s/ David Johnson, Managing Partner | 09/04/2024 | |
| /s/ David Edward Johnson | 09/04/2024 | |
| ** 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). | ||
| 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. | ||