0001078782-14-000284.txt : 20140228 0001078782-14-000284.hdr.sgml : 20140228 20140228172046 ACCESSION NUMBER: 0001078782-14-000284 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140228 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIQTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0001307579 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 201431677 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84968 FILM NUMBER: 14656825 BUSINESS ADDRESS: STREET 1: INDUSTRIPARKEN 22C CITY: BALLERUP STATE: G7 ZIP: DK-2750 BUSINESS PHONE: 01145 2390 4545 MAIL ADDRESS: STREET 1: INDUSTRIPARKEN 22C CITY: BALLERUP STATE: G7 ZIP: DK-2750 FORMER COMPANY: FORMER CONFORMED NAME: Blue Moose Media Inc DATE OF NAME CHANGE: 20041101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nemelka David Nephi Jr. CENTRAL INDEX KEY: 0001503199 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 2662 STONEBURY LOOP RD. CITY: SPRINGVILLE STATE: UT ZIP: 84663 SC 13D/A 1 f13da4022814_sc13dz.htm SCHEDULE 13D/A Schedule 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

(Amendment No. 4)*


 


LiqTech International, Inc.

 

(Name of Issuer)

 


Common Stock, Par Value $0.001

 

(Title of Class of Securities)

 


53632A 102

 

 

(CUSIP Number)

 


David N. Nemelka

743 West 1200 North, Suite 100

Springville, UT 84663

(801) 361-3746

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


 February 19, 2014

(Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d01(f) or 240.13d-1(g), check the following box.      ..  


Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.  


*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).





Page 1 of 4




CUSIP No. 53632A 102


 1

Names of Reporting Persons


David N. Nemelka

 2  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)       .

(b)       .

 3  

SEC Use Only

 4

Source of Funds (See Instructions)


OO

 5

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)

o

 6

Citizenship or Place of Organization


 United States




   Number of

     Shares  Beneficially

   Owned by

      Each

   Reporting

     Person

      With

 7

Sole Voting Power


     0(1)

  8

Shared Voting Power


     0(1)

 9

Sole Dispositive Power


    2,017,200

10

Shared Dispositive Power


      0

11

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,017,200

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)        .  

13

Percent of Class Represented by Amount in Row (11)


7.41%

14

Type of Reporting Person (See Instructions)


  IN


__________________________

(1)  The Reporting Person transferred all voting power with respect to all shares beneficially owned by him to the CEO of the Issuer, or such other person as may be designated by the Issuer, pursuant to a voting agreement dated as of November 1, 2013. The voting agreement provides that the CEO or other designee will vote such shares in strict proportion (for, against, withheld, and/or abstain) to the votes collectively cast by all of the other voting stockholders who are present and voting.



Page 2 of 4





ITEM 1.

Security and Issuer


This Amendment No. 4 to Schedule 13D (“Amendment No. 4”) relates to shares of common stock, par value $0.001 (the “Common Stock”), of LiqTech International, Inc., a Nevada corporation (the “Issuer”), formerly named Blue Moose Corporation.  The address of the principal executive offices of the Issuer is Industriparken 22C, DK 2750, Ballerup, Denmark.  Amendment No. 4 is being filed by David N. Nemelka (the “Reporting Person” or “Mr. Nemelka”) to amend and supplement the Items set forth below of the Reporting Person’s Schedule 13D filed with the Securities and Exchange Commission on September 2, 2011, as amended by Amendment No. 1 thereto filed on June 27, 2012, Amendment No. 2 thereto filed on April 12, 2013 and Amendment No. 3 thereto filed on November 1, 2013.  All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.


ITEM 5.

Interest in Securities of the Issuer


Item 5 is hereby amended and supplemented by the following:


(a)

As of the date hereof, the Reporting Person is deemed to beneficially own 2,017,200 shares of Common Stock, representing approximately 7.41% of the Issuer’s outstanding Common Stock based on the 27,212,500 shares of Common Stock outstanding as of November 14, 2013, as reported in the Issuer’s current report on Form 10-Q filed on November 14, 2013.  In calculating the Reporting Person’s ownership percentage, shares of Common Stock which are subject to warrants exercisable within 60 days have been treated as outstanding shares.  The shares of Common Stock beneficially owned by the Reporting Person consist of the following: (i) 1,244,700 shares owned directly by the Reporting Person; (ii) 293,000 common stock purchase warrants exercisable at $1.50 per share on or before December 31, 2016, owned directly by the Reporting Person; and (iii) 479,500 common stock purchase warrants exercisable at $2.70 per share on or before December 31, 2016, owned directly by the Reporting Person.

 

(b)

Number of shares of Common Stock as to which the Reporting Person has:


(i)

Sole power to vote or direct the vote:

0


(ii)

Shared power to vote or direct the vote:

0


(iii)

Sole power to dispose or direct the disposition:

2,017,200


(iv)

Shared power to dispose or direct the disposition:

0


The Reporting Person, the Roth 401(k) Plan of McKinley Enterprises, Inc. and Tradeco Corp. entered into a Voting Agreement dated as of November 1, 2013 with the Issuer and Finn Helmer, the current CEO of the Issuer, pursuant to which the Reporting Person appointed Mr. Helmer, or any substitute designee appointed by the Issuer in the Issuer’s sole discretion other than the Reporting Person or a member of the Reporting Person’s family, as the Reporting Person’s proxy and attorney-in-fact to vote or act by written consent with respect to all shares of Common Stock beneficially owned by the Reporting Person as of the record date for any such action.  The voting agreement provides that Mr. Helmer or other designee will vote such shares in strict proportion (for, against, withheld, and/or abstain) to the votes collectively cast by all of the other voting stockholders who are present and voting.  The Voting Agreement will continue in effect for so long as the Reporting Person beneficially owns any shares of the Issuer’s common stock.  Any shares sold or transferred by the Reporting Person will automatically be released from the Voting Agreement and a purchaser shall acquire the shares with no obligation thereunder.



Page 3 of 4





(c)

The following constitute all transactions with respect to the Common Stock effected directly or indirectly by the Reporting Person during the past sixty (60) days, inclusive of any transactions effected through the close of business on February 27, 2014: (i) on January 29, 2014, Tradeco Corp. sold 7,656 shares at an average price of $2.136 per share; (ii) on January 30, 2013, Tradeco Corp. sold 17,344 shares at an average price of $2.209 per share; (iii) on February 19, 2014, the Reporting Person sold 16,888 shares at an average price of $2.437 per share; (iv) on February 19, 2014, Tradeco Corp. sold 5,000 shares at an average price of $2.45 per share (v) on February 20, 2014, the Reporting Person sold 34,500 shares at an average price of $2.529 per share; (vi) on February 24, 2014, the Reporting Person sold 5,300 shares at an average price of $2.264 per share; (vii) on February 25, 2014, the Reporting Person sold 17,612 shares at an average price of $2.309 per share; (viii) on February 26, 2014, the Reporting Person sold 12,000 shares at an average price of $2.245 per share; and (ix) on February 27, 2014, the Reporting Person sold 14,000 shares at an average price of $2.207 per share.

  


Signature


After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: February 28, 2014



 /s/ David N. Nemelka      

David N. Nemelka   



Page 4 of 4