SEC Filing | Liquidmetal Technologies

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SEC FORM 3/A SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

CHITAYAT JACK

(Last)

(First)

(Middle)

1836 EL CAMINO DEL TEATRO

(Street)

LA JOLLA

92037

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2010

3. Issuer Name and Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC [ LQMT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/07/2010

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,452,497	D
Common Stock	91,792	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)⁽²⁾	12/28/2007	12/28/2012	Common Stock	104,167⁽⁶⁾	0.48⁽¹²⁾	D
Warrant (right to buy)⁽¹⁾	05/01/2009	01/03/2012	Common Stock	673,785⁽⁷⁾	0.49⁽¹³⁾	I	Held by Atlantic Realty Group, Inc.
Warrant (right to buy)⁽¹⁾	05/01/2009	01/03/2012	Common Stock	1,680,885⁽⁸⁾	0.49⁽¹³⁾	I	Held by Carlyle Liquid, LLC⁽³⁾
Series A-1 Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,446,450⁽⁹⁾	0.1	I	Held by Carlyle Liquid Holdings, LLC⁽⁴⁾
Series A-2 Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,168,657⁽¹⁰⁾	0.22	I	Held by Carlyle Liquid Holdings, LLC⁽⁴⁾
Warrant (right to buy)⁽¹⁾	05/01/2009	01/03/2012	Common Stock	1,334,238⁽¹¹⁾	0.49⁽¹³⁾	I	Held by Carlyle Liquid Holdings, LLC⁽⁴⁾
Series A-2 Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,320,636	0.22	I	Held by Atlantic Realty Group, Inc.
Series A-2 Preferred Stock⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	3,294,539	0.22	I	Held by Carlyle Liquid, LLC⁽³⁾
Option (to purchase stock)⁽¹⁴⁾	⁽¹⁵⁾	⁽¹⁵⁾	Common Stock	750,000	0.5	D

Explanation of Responses:

1. Acquired in connection with a note financing transaction by registrant that closed on May 1, 2009.

2. Acquired as placement agent commission in connection with a note financing transaction by registrant that closed December 28, 2007.

3. Although the reporting person possesses shared voting and investment power over all shares owned by Carlyle Liquid, LLC, his actual pecuniary interest (through his percentage ownership in such entities) is limited to the number of shares set forth in this form.

4. Although the reporting person possesses shared voting and investment power over all shares owned by Carlyle Liquid Holdings, LLC, his actual pecuniary interest (through his percentage ownership in such entities) is limited to the number of shares set forth in this form.

5. Each share of 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 for Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

6. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 104,167 of securities underlying the derivative securities, as correctly reported in this filing.

7. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 673,785 of securities underlying the derivative securities, as correctly reported in this filing.

8. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 1,680,885 of securities underlying the derivative securities, as correctly reported in this filing.

9. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 1,446,450 of securities underlying the derivative securities, as correctly reported in this filing.

10. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 1,168,1657 of securities underlying the derivative securities, as correctly reported in this filing.

11. Original Form 3 filed on 9/7/10 included a miscalculation in Table 3, "Amount or Number of Shares," which should reflect Reporting Person owning 1,334,238 of securities underlying the derivative securities, as correctly reported in this filing.

12. Prior Form 3 filed on 9/7/10, was mistakenly filed using incorrect price. The correct price is $0.48

13. Prior Form 3 filed on 9/7/10, was mistakenly filed using incorrect price. The correct price is $0.49

14. Options granted in consideration of consulting services provided to the Company.

15. Options granted vest ratable on a mothly basis starting on August 1, 2009 for a period of 12 months.

	/s/ Jack Chitayat	09/28/2010
	** 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 5 (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).
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