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) 04/27/2011 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Warrant (right to buy) | $0.49 | 04/27/2011 | J(1) | 1,680,977 | 05/01/2009 | 07/31/2015 | Common Stock | 1,680,977 | $0.5 | 3,688,994 | I | 1,334,232 held by Carlyle Liquid Holdings, LLC and 2,354,762 held by Atlantic Realty Group. | |||
Warrant (right to buy) | $0.49 | 04/27/2011 | J(1) | 1,680,977 | 05/01/2009 | 07/31/2015 | Common Stock | 1,680,977 | $0.5 | 3,688,994 | I | 1,334,232 held by Carlyle Liquid Holdings, LLC and 2,354,762 held by Atlantic Realty Group. | |||
Series A-1 Preferred Stock | $0.1 | 04/29/2011 | J(2) | 28,928 | (3) | (3) | Common Stock | 1,446,400 | $5 | 0 | I | Indirectly held by Carlyle Liquid Holdings, LLC | |||
Series A-2 Preferred Stock | $0.22 | 04/29/2011 | J(2) | 51,420 | (3) | (3) | Common Stock | 1,168,636 | $5 | 58,108 | I | Held by Atlantic Realty Group | |||
Series A-1 Preferred Stock | $0.1 | 04/29/2011 | J(2) | 28,928 | (3) | (3) | Common Stock | 1,446,400 | $5 | 28,928 | D | ||||
Series A-2 Preferred Stock | $0.22 | 04/29/2011 | J(2) | 51,420 | (3) | (3) | Common Stock | 1,168,636 | $5 | 51,420 | D | ||||
Warrant (right to buy) | $0.49 | 04/29/2011 | J(4) | 1,334,236 | 05/01/2009 | 07/31/2015 | Common Stock | 1,334,236 | $0.5 | 2,354,762 | I | Held by Atlantic Realty Group | |||
Warrant (right to buy) | $0.49 | 04/29/2011 | J(4) | 1,334,236 | 05/01/2009 | 07/31/2015 | Common Stock | 1,334,236 | $0.5 | 1,487,718 | D |
Explanation of Responses: |
1. Warrants were disposed/acquired upon distribution of such warrants by Carlyle Liquid, LLC to its members in a pro-rata liquidation of the warrants. This transaction transferred the ownership from Carlyle Liquid, LLC to Atlantic Realty Group, which is owned and managed by Mr. Chitayat, and merely changed the form of beneficial ownership. |
2. The shares of Series A Preferred Stock were previously held by Carlyle Liquid Holdings, LLC ("CLH"). This transaction transferred the ownership from CLH to Mr. Chitayat in a pro-rata distribution of the shares. This transaction merely changed the form of beneficial ownerhsip. |
3. Each share of Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Amended Certificate of Designations, Preferences and Rights for Series A Preferred Stock. The Series A Preferred Stock has no expiration date. |
4. Warrants were previously held by Carlyle Liquid Holdings, LLC ("CLH"). This transaction transferred the ownership from CLH to Mr. Chitayat in a pro-rata distribution of the shares and merely changed the form of beneficial ownership. |
Remarks: |
Jack Chitayat | 06/09/2011 | |
** 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. |