| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liquidia Technologies Inc [ LQDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2018 | ||||||||||||||||||||||||||
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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 | 07/30/2018 | C | 87,837 | A | (1) | 90,536 | D(7) | |||
| Common Stock | 07/30/2018 | C | 89,630 | A | (2) | 180,166 | D(7) | |||
| Common Stock | 07/30/2018 | C | 31,471 | A | (3) | 211,637 | D(7) | |||
| Common Stock | 07/30/2018 | C | 680,266 | A | (4) | 891,903 | D(7) | |||
| Common Stock | 07/30/2018 | C | 944,127 | A | (5) | 1,836,030 | D(7) | |||
| Common Stock | 07/30/2018 | P | 727,273 | A | $11 | 2,563,303 | D(7) | |||
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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 | ||||||||
| Series A Preferred Stock | (1) | 07/30/2018 | C | 918,657 | (1) | (1) | Common Stock | 87,837 | (1) | 0 | D(7) | ||||
| Series A-1 Preferred Stock | (2) | 07/30/2018 | C | 650,427 | (2) | (2) | Common Stock | 89,630 | (2) | 0 | D(7) | ||||
| Series B Preferred Stock | (3) | 07/30/2018 | C | 222,529 | (3) | (3) | Common Stock | 31,471 | (3) | 0 | D(7) | ||||
| Series C Preferred Stock | (4) | 07/30/2018 | C | 5,254,658 | (4) | (4) | Common Stock | 680,266 | (4) | 0 | D(7) | ||||
| Series D Preferred Stock | (5) | 07/30/2018 | C | 15,887,155 | (5) | (5) | Common Stock | 944,127 | (5) | 0 | D(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 | D(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 | D(7) | ||||
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. 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. Shares 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 and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan LP. Investment and voting decisions with respect to the shares held by Canaan LP are made by the managers of Canaan LLC, collectively. Canaan LLC disclaims Section 16 beneficial ownership of the shares held by Canaan LP, except to the extent, if any, of its pecuniary interest therein. |
| 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 Persons on July 25, 2018) and Exhibit 99.1 - Joint Filer Information |
| Canaan VIII L.P., By Canaan Partners VIII LLC, its general partner, By: /s/ Nancy Levenson, Attorney-in-Fact | 08/01/2018 | |
| Canaan Partners VIII LLC, By: /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. | ||
| * 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. | ||
FORM 4 JOINT FILER INFORMATION
Names of Joint Filers:
Canaan VIII L.P.
Canaan Partners VIII LLC
Address of Joint Filers:
c/o Canaan Partners
285 Riverside Avenue, Suite 250
Westport, CT 06880
Designated Filer:
Canaan VIII L.P.
Issuer and Ticker Symbol:
Liquidia Technologies, Inc. [LQDA]
Date of Event:
July 30, 2018
Signatures of Joint Filers:
Canaan VIII L.P.
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By: Canaan Partners VIII LLC, its General Partner |
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By: |
/s/ Nancy Levenson |
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Attorney-in-Fact |
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Canaan Partners VIII LLC |
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By: |
/s/ Nancy Levenson |
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Attorney-in-Fact |
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