UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.     )*

 

Liquidia Technologies, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

53635D202

(CUSIP Number)

July 30, 2018

(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 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(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. 53635D202

Schcdule l3G

 

 

1

Names of Reporting Persons
Xeraya LT Ltd

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Cayman Islands

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,400,388

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,400,388

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,388

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.1%

 

 

12

Type of Reporting Person
CO

 

1



 

CUSIP No. 53635D202

Schcdule l3G

 

 

1

Names of Reporting Persons
Pulau Manukan Venturcs Labuan Ltd.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Labuan, Malaysia

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,400,388

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,400,388

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,388

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.1%

 

 

12

Type of Reporting Person
CO

 

2



 

CUSIP No. 53635D202

Schcdule l3G

 

 

1

Names of Reporting Persons
Fares Zahir

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

o

 

 

3

SEC Use Only

 

 

4

Citizen or Place of Organization
Malaysian

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
0

 

6

Shared Voting Power
1,400,388

 

7

Sole Dispositive Power
0

 

8

Shared Dispositive Power
1,400,388

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,400,388

 

 

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable

 

 

11

Percent of Class Represented by Amount in Row 9
9.1%

 

 

12

Type of Reporting Person
IN

 

3



 

CUSIP No. 53635D202

Schcdule l3G

 

Item 1.

 

(a)

Name of Issuer:
Liquidia Technologies, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:
419 Davis Drive, Suite 100
Morrisville, North Carolina 27560

 

Item 2.

 

(a)

Name of Person Filing:
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons”.

This statement is filed on behalf of:
Xeraya LT Ltd (“Xeraya LT”)
Pulau Manukan Ventures Labuan Ltd. (“PMVL”)
Fares Zahir

 

(b)

Address of Principal Business Office:
The address for each of the Reporting Persons is c/o Xeraya Capital Sdn Bhd, 26.03-26.08, Level 26, G Tower, 199 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.

 

(c)

Citizenship of each Reporting Person is:
Xeraya LT is organized under the laws of the Cayman Islands Fares Zahir holds Malaysian citizenship PMVL is organized under the laws of Labuan, Malaysia

 

(d)

Title of Class of Securities:
Common Stock, $0.001 par value

 

(e)

CUSIP Number:
53635D202

 

Item 3.

 

 

Not applicable

 

4



 

CUSIP No. 53635D202

Schcdule l3G

 

Item 4.

Ownership

Ownership (a-c)
The ownership information presented below represents beneficial ownership of Common Stock of the Issuer as of the date hereof, based upon 15,431,950 shares of Common Stock outstanding as of August 14, 2018.

 

 

 

 

 

 

 

 

 

 

 

Sole

 

Shared

 

 

 

 

 

 

 

Sole

 

 

 

power to

 

power to

 

 

 

 

 

 

 

power

 

Shared

 

dispose or

 

dispose or

 

 

 

 

 

 

 

to vote

 

power to

 

to direct

 

to direct

 

 

 

Amount

 

 

 

or to

 

vote or to

 

the

 

the

 

 

 

beneficially

 

Percent

 

direct

 

direct the

 

disposition

 

disposition

 

Reporting Persons

 

owned

 

of class:

 

the vote:

 

vote:

 

of:

 

of:

 

Xeraya LT Ltd (“Xeraya LT”)

 

1,400,388

 

9.1

%

0

 

1,400,388

 

0

 

1,400,388

 

Pulau Manukan Ventures Labuan Ltd (“PMVL”)

 

1,400,388

 

9.1

%

0

 

1,400,388

 

0

 

1,400,388

 

Fares Zahir

 

1,400,388

 

9.1

%

0

 

1,400,388

 

0

 

1,400,388

 

 

Xeraya LT is the record holder of the shares reported herein. PMVL is the holding company of Xeraya LT and may therefore be deemed to share beneficial ownership of the shares reported herein. Fares Zahir is a director of Xeraya LT and has sole voting and dispositive power with respect to the securities held by Xeraya LT and may therefore be deemed to share beneficial ownership of the shares reported herein.

 

Item 5.

Ownership of Five Percent or Less of a Class

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

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

5



 

CUSIP No. 53635D202

Schcdule l3G

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

Date:  September 6, 2018

 

 

Xeraya LT Ltd

 

 

 

 

 

/s/ Fares Zahir

 

Authorised Signatory

 

 

 

 

 

Pulau Manukan Ventures Labuan Ltd.

 

 

 

 

 

/s/ Fares Zahir

 

Authorised Signatory

 

 

 

 

 

/s/ Fares Zahir

 

Fares Zahir

 

6



 

CUSIP No. 53635D202

Schcdule l3G

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99

 

Joint Filing Agreement

 

7


Exhibit 99

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13G with respect to the common stock beneficially owned by each of them Liquidia Technologies, Inc. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.

 

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 6th day of September, 2018

 

 

Xeraya LT Ltd

 

 

 

 

 

/s/ Fares Zahir

 

Authorised Signatory

 

 

 

 

 

Pulau Manukan Ventures Labuan Ltd.

 

 

 

 

 

/s/ Fares Zahir

 

Authorised Signatory

 

 

 

 

 

/s/ Fares Zahir

 

Fares Zahir