- Statement of Changes in Beneficial Ownership (4)
August 26 2011 - 8:01PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
November 30, 2011
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
LLC Carlyle Liquid Holdings
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2. Issuer Name
and
Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC
[
LQMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former 10 Owner
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(Last)
(First)
(Middle)
2 GANNETT DRIVE SUITE 201
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/22/2011
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(Street)
WHITE PLAINS, NY 10604
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/22/2011
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J
(4)
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774
(4)
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D
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$
0
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A-1 Preferred Stock
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$0.1
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8/22/2011
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J
(2)
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325873
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(1)
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(1)
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Common Stock
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16293650
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$
0
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0
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D
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Series A-2 Preferred Stock
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$0.22
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8/22/2011
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J
(2)
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579232
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(1)
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(1)
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Common Stock
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13164364
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$
0
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0
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D
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Warrant (right to buy)
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$0.49
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8/22/2011
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J
(3)
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15029820
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5/1/2009
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7/31/2015
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Common Stock
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15029820
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$
0
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0
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D
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Explanation of Responses:
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(
1)
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Each share of the Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Certificate of Designations, Preferences and Rights of Series A Preferred Stock, as amended. The Series A Preferred Stock has no expiration date.
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(
2)
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Shares of Series A Preferred Stock were distributed to the members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC.
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(
3)
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Warrants were distributed to members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC.
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(
4)
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Shares of Common Stock were distributed to the members of Carlyle Liquid Holdings, LLC in redemption of a pro-rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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LLC Carlyle Liquid Holdings
2 GANNETT DRIVE SUITE 201
WHITE PLAINS, NY 10604
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Former 10 Owner
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Signatures
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John Kang
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8/26/2011
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**
Signature of Reporting Person
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Date
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Ricardo Salas
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8/26/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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