SEC Form 4 · accession 0001104659-18-048802
Liquidia Technologies Inc · LQDA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Jul 30, 2018
Accepted (ET)
Aug 1, 2018 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001330436
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F7 | Jul 30, 2018 | C | 87,837 | — | A | 90,536 | D | |
| Common StockF2,F7 | Jul 30, 2018 | C | 89,630 | — | A | 180,166 | D | |
| Common StockF3,F7 | Jul 30, 2018 | C | 31,471 | — | A | 211,637 | D | |
| Common StockF4,F7 | Jul 30, 2018 | C | 680,266 | — | A | 891,903 | D | |
| Common StockF5,F7 | Jul 30, 2018 | C | 944,127 | — | A | 1,836,030 | D | |
| Common StockF7 | Jul 30, 2018 | P | 727,273 | $11.00 | A | 2,563,303 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF1,F7 | — | Jul 30, 2018 | C | 918,657 | D | — | — | Common Stock | 87,837 | 0 | D |
| Series A-1 Preferred StockF2,F7 | — | Jul 30, 2018 | C | 650,427 | D | — | — | Common Stock | 89,630 | 0 | D |
| Series B Preferred StockF3,F7 | — | Jul 30, 2018 | C | 222,529 | D | — | — | Common Stock | 31,471 | 0 | D |
| Series C Preferred StockF4,F7 | — | Jul 30, 2018 | C | 5,254,658 | D | — | — | Common Stock | 680,266 | 0 | D |
| Series D Preferred StockF5,F7 | — | Jul 30, 2018 | C | 15,887,155 | D | — | — | Common Stock | 944,127 | 0 | D |
| Warrant to purchase Series D Preferred StockF6,F7 | $0.01 | Jul 30, 2018 | J | 578,498 | D | Jan 9, 2017 | Dec 31, 2026 | Series D Preferred Stock | 578,498 | 0 | D |
| Warrant to purchase Common StockF6,F7 | $0.01 | Jul 30, 2018 | J | 34,378 | A | Jan 9, 2017 | Dec 31, 2026 | Common Stock | 34,378 | 34,378 | D |
Explanation of responses
- F1The 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.
- F2The 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.
- F3The 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.
- F4The 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.
- F5The 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.
- F6Immediately 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.
- F7Shares 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