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
LIQUIDMETAL TECHNOLOGIES INC [ LQMT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/28/2016 | ||||||||||||||||||||||||||
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 | 11/28/2016 | P | 47,563 | A | $0.1657(1) | 2,003,112 | D | |||
Common Stock | 11/29/2016 | P | 23,191 | A | $0.1691(2) | 2,026,303 | D | |||
Common Stock | 11/30/2016 | P | 517,518 | A | $0.1795(3) | 2,543,821 | D |
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 | ||||||||
Stock Option | $0.124 | (4) | 07/11/2020 | Common Stock | 100,000 | 100,000 | D | ||||||||
Stock Option | $0.08 | (5) | 02/06/2023 | Common Stock | 781,200 | 781,200 | D | ||||||||
Stock Option | $0.29 | (6) | 02/05/2024 | Common Stock | 976,500 | 976,500 | D | ||||||||
Stock Option | $0.14 | (7) | 01/27/2025 | Common Stock | 1,500,000 | 1,500,000 | D | ||||||||
Stock Option | $0.07 | (8) | 02/17/2026 | Common Stock | 1,500,000 | 1,500,000 | D |
Explanation of Responses: |
1. The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.164 to $0.167. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
2. The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.166 to $0.17. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
3. The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.175 to $0.18. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price. |
4. The shares covered by the Option vest in five equal annual installments of 20% beginning one year from the date of grant. |
5. The shares covered by the Option vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary date of grant, with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant. |
6. The shares covered by the Option will vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary of the date of grant; with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant. |
7. The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant. Form 4 for option grant was inadvertently not timely filed, but grant was reported on Form 8-K filed by issuer on February 9, 2015. |
8. The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant. |
/s/ Curt P. Creely as Attorney-in-Fact for Tony Chung | 11/30/2016 | |
** 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. |