SEC Form 4 · accession 0001209191-18-044777
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 · 5:26 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,F2 | Jul 30, 2018 | C | 515,547 | — | A | 526,667 | D | |
| Common StockF3,F2 | Jul 30, 2018 | C | 432,033 | — | A | 958,700 | D | |
| Common StockF4,F2 | Jul 30, 2018 | C | 980,715 | — | A | 1,939,415 | D | |
| Common StockF2 | Jul 30, 2018 | P | 545,455 | $11.00 | A | 2,484,870 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series B Preferred StockF1,F2 | — | Jul 30, 2018 | C | 3,645,307 | D | — | — | Common Stock | 515,547 | 0 | D |
| Series C Preferred StockF3,F2 | — | Jul 30, 2018 | C | 3,337,206 | D | — | — | Common Stock | 432,033 | 0 | D |
| Series D Preferred StockF4,F2 | — | Jul 30, 2018 | C | 16,502,833 | D | — | — | Common Stock | 980,715 | 0 | D |
| Warrant to purchase Series D Preferred StockF5,F2 | $0.01 | Jul 30, 2018 | J | 684,911 | D | Feb 17, 2017 | Dec 31, 2026 | Series D Preferred Stock | 40,702 | 0 | D |
| Warrant to purchase Common StockF5,F2 | $0.01 | Jul 30, 2018 | J | 40,702 | A | Feb 17, 2017 | Dec 31, 2026 | Common Stock | 40,702 | 40,702 | D |
Explanation of responses
- F1The 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.
- F2The securities are held by New Enterprise Associates 12, Limited Partnership ("NEA 12") and indirectly held by NEA Partners 12, Limited Partnership ("NEA Partners 12"), the sole general partner of NEA 12, NEA 12 GP, LLC ("NEA 12 GP"), the sole general partner of NEA Partners 12, and the individual managers of NEA 12 GP (NEA Partners 12, NEA 12 GP and the individual managers of NEA 12 GP together, the "Indirect Reporting Persons"). The individual managers of NEA 12 GP are M. James Barrett, Peter J. Barris, Forest Baskett, Patrick J. Kerins and Scott D. Sandell. The Indirect Reporting Persons disclaim beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities of the issuer held by NEA 12 in which the Indirect Reporting Persons have no pecuniary interest.
- F3The 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.
- F4The 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.
- F5Immediately prior to the closing of the Issuer's initial public offering and without payment of further consideration, the Warrants 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.