- Statement of Changes in Beneficial Ownership (4)
27 August 2011 - 9:59AM
Edgar (US Regulatory)
FORM 4
[ ]
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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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
*
SALAS RICARDO A
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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)
__
X
__ Director
__
X
__ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President
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(Last)
(First)
(Middle)
30452 ESPERANZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/22/2011
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(Street)
RANCHO SANTA MARGARITA, CA 92688
(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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M
(2)
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4462118
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A
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$
0
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4462118
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I
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Held by The Silver Lake Group, LLC.
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Common Stock
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8/22/2011
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S
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4462118
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D
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$0.33
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0
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I
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Common Stock were previously held by The Silver Lake Group, LLC.
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Common Stock
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8/22/2011
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J
(5)
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774
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A
(5)
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$
0
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3538724
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D
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Common Stock
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8/23/2011
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S
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28000
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D
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$0.3286
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3510724
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D
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Common Stock
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8/24/2011
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S
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38245
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D
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$0.33
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3472479
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D
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Common Stock
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8/25/2011
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S
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42500
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D
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$0.33
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3429979
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D
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Common Stock
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8/26/2011
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S
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30000
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D
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$0.3237
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3399979
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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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$0.1
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8/22/2011
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J
(3)
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75911
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(1)
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(1)
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Common Stock
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3795550
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$
0
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75911
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I
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Held by Silver Lake Group, LLC
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Series A-1 Preferred Stock
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$0.1
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8/22/2011
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M
(2)
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75911
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(1)
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(1)
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Common Stock
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3795550
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$
0
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0
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I
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Securities were held by The Silver Lake Group, LLC.
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Series A-2 Preferred Stock
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$0.22
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8/22/2011
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J
(3)
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134930
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(1)
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(1)
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Common Stock
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3066591
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$
0
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134930
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I
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Held by The Silver Lake Group, LLC.
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Warrant (right to buy)
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$0.49
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8/22/2011
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J
(4)
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3501130
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5/1/2009
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7/31/2015
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Common Stock
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3501130
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$
0
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3501130
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I
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Held by The Silver Lake Group, LLC.
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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 Amended Certificate of Designations, Preferences and Rights for Series A Preferred Stock, as amended. The Series A Preferred Stock has no expiration date.
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(
2)
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Acquisition of Common Stock pursuant to conversion of Series A-1 Preferred Stock.
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(
3)
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Shares of Series A Preferred Stock 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, thus merely resulting in a change in the form of ownership of shares already previously reported as held by the reporting person.
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(
4)
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Warrant shares 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, thus merely resulting in a change in the form of ownership of shares already previously reported as held by the reporting person.
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(
5)
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Shares of Common Stock were distributed from Carlyle Liquid Holdings, LLC in redemption of a pro rata portion of the member's equity interest in Carlyle Liquid Holdings, LLC, thus merely resulting in a change in the form of ownership of shares already previously reported as held by the reporting person.
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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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SALAS RICARDO A
30452 ESPERANZA
RANCHO SANTA MARGARITA, CA 92688
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X
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X
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Executive Vice President
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Signatures
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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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