SEC FORM 4

SEC Form 4

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^*

STEFANSKY DAVID

(Last)

(First)

(Middle)

C/O ALLIQUA, INC.

2150 CABOT BLVD. WEST, SUITE B

(Street)

LANGHORNE

19047

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alliqua, Inc. [ ALQA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/06/2014		A		194,667	A	⁽¹⁾	908,506⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)⁽³⁾	$8.75	01/06/2014		D			114,286	12/31/2010	12/09/2015	Common Stock	114,286	⁽¹⁾⁽⁴⁾	0	D
Stock Option (right to buy)⁽³⁾	$8.75	01/06/2014		D			38,095	03/01/2011	03/01/2016	Common Stock	38,095	⁽¹⁾⁽⁴⁾	0	D
Stock Option (right to buy)⁽³⁾	$9.19	01/06/2014		D			114,286	05/31/2013	05/31/2022	Common Stock	114,286	⁽¹⁾⁽⁴⁾	0	D
Stock Option (right to buy)⁽³⁾	$6.34	01/06/2014		D			11,429	05/31/2013	05/31/2022	Common Stock	11,429	⁽¹⁾⁽⁴⁾	0	D

Explanation of Responses:

1. On January 6, 2014, pursuant to an option cancellation and release agreement by and between the Issuer and Mr. Stefansky (the "Stefansky Cancellation Agreement"), the Issuer granted to Mr. Stefansky 194,667 shares of common stock under the Alliqua, Inc. 2011 Long-Term Incentive Plan as consideration for the cancellation of certain nonqualified stock options previously granted to Mr. Stefansky.

2. Includes, prior to the acquisitions reported on this Form 4, (a) 325,198 shares of common stock directly beneficially owned by Harborview Value Master Fund, L.P. ("Harborview Value Fund"), (b) 7,086 shares of common stock directly beneficially owned by Harborview Capital Management, LLC ("Harborview Management") and (c) 381,555 shares of common stock directly beneficially owned by Mr. Stefansky. Harborview Advisors, LLC ("Harborview Advisors") is the general partner of, and may be deemed to beneficially own securities owned by, Harborview Value Fund. Mr. Stefansky is a managing member of, and may be deemed to beneficially own securities owned by, each of Harborview Advisors and Harborview Management.

3. Except as otherwise indicated, all share amounts and prices reported in this Form 4 reflect a 1-for-43.75 reverse stock split of the common stock of the Issuer that occurred on November 18, 2013.

4. Represents stock options previously granted to Mr. Stefansky, which were cancelled on January 6, 2014 pursuant to the Stefansky Cancellation Agreement.

	/s/ David Stefansky	01/08/2014
	** Signature of Reporting Person	Date
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