0001144204-14-013850.txt : 20140306 0001144204-14-013850.hdr.sgml : 20140306 20140306165555 ACCESSION NUMBER: 0001144204-14-013850 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140306 DATE AS OF CHANGE: 20140306 GROUP MEMBERS: D&L MANAGEMENT CORP. GROUP MEMBERS: D&L PARTNERS, L.P. GROUP MEMBERS: LINDA VON ALLMEN GROUP MEMBERS: NGNG, INC. GROUP MEMBERS: VA FAMILY, LLC GROUP MEMBERS: VON ALLMEN DYNASTY TRUST GROUP MEMBERS: VON ALLMEN PARTNERS, LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liquid Holdings Group, Inc. CENTRAL INDEX KEY: 0001562594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 455070568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87580 FILM NUMBER: 14673743 BUSINESS ADDRESS: STREET 1: 800 THIRD AVE., 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 293-1836 MAIL ADDRESS: STREET 1: 800 THIRD AVE., 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Liquid Holdings Group LLC DATE OF NAME CHANGE: 20121120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: VON ALLMEN DOUGLAS J CENTRAL INDEX KEY: 0000945555 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 9 ISLA BAHIA CITY: FT LAUDERDALE STATE: FL ZIP: 33316 SC 13D/A 1 v370725_sc13da.htm FORM SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Liquid Holdings Group, Inc.

(Name of Issuer)

 

Common Stock, par value $.0001 per share

(Title of Class of Securities)

 

53633A 101

(CUSIP Number)

 

Douglas Von Allmen

9 Isla Bahia

Fort Lauderdale, Florida 33316

Telephone: 954-463-7699

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

February 28, 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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 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 Section 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 on 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 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 12 pages
 

 

CUSIP No.: 53633A 101

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Douglas Von Allmen

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

PF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER 329,814

8 SHARED VOTING POWER   4,983,694

 

9

 

 

SOLE DISPOSITIVE POWER 329,814

 

10 SHARED DISPOSITIVE POWER  4,983,694

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,313,508

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

21.7%

 

14TYPE OF REPORTING PERSON

 

IN

 

Page 2 of 12 pages
 

 

CUSIP No.: 53633A 101

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Linda Von Allmen

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

PF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6.CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER 690,500

 

8 SHARED VOTING POWER   4,983,694

 

9

 

 

SOLE DISPOSITIVE POWER 690,500

 

10 SHARED DISPOSITIVE POWER  4,983,694

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,674,194

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

23.2%

 

14TYPE OF REPORTING PERSON

 

IN

 

Page 3 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

D&L Partners, L.P.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER  4,983,694

 

8 SHARED VOTING POWER   -

 

9

 

 

SOLE DISPOSITIVE POWER  4,983,694

 

10 SHARED DISPOSITIVE POWER  -

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,983,694

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%

 

14TYPE OF REPORTING PERSON

 

PN

 

Page 4 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

D&L Management Corp.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER  4,983,694

 

8 SHARED VOTING POWER   -

 

9

 

 

SOLE DISPOSITIVE POWER  4,983,694

 

10 SHARED DISPOSITIVE POWER  -

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

4,983,694

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.4%

 

14TYPE OF REPORTING PERSON

 

CO

 

Page 5 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Von Allmen Dynasty Trust

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Missouri

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER 690,500

 

8 SHARED VOTING POWER   -

 

9

 

 

SOLE DISPOSITIVE POWER 690,500

 

10 SHARED DISPOSITIVE POWER  -

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

690,500

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.8%

 

14TYPE OF REPORTING PERSON

 

OO

 

Page 6 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

Von Allmen Partners, LP

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER  219,556

 

8 

SHARED VOTING POWER  -

 

9

 

 

SOLE DISPOSITIVE POWER  219,556

10

SHARED DISPOSITIVE POWER  -

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,556

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%

 

14TYPE OF REPORTING PERSON

 

PN

 

Page 7 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

VA Family, LLC

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER  219,556

 

8 

SHARED VOTING POWER  -

 

9

 

 

SOLE DISPOSITIVE POWER  219,556

10

SHARED DISPOSITIVE POWER  -

 

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

219,556

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.9%

 

14TYPE OF REPORTING PERSON

 

OO

 

Page 8 of 12 pages
 

 

CUSIP No.: 53633A 101

 

 

1.NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

 

NGNG, Inc.

 

2CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) x

(b) ¨

 

3SEC USE ONLY

 

4SOURCE OF FUNDS

 

AF

 

5CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨

 

6CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

7

 

SOLE VOTING POWER  110,258

 

8 

SHARED VOTING POWER   -

 

9

 

 

SOLE DISPOSITIVE POWER 110,258

 

10 SHARED DISPOSITIVE POWER   -

  

11AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

110,258

 

12CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨

 

13PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.5%

 

14TYPE OF REPORTING PERSON

 

CO

 

Page 9 of 12 pages
 

 

EXPLANATORY NOTE

 

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is being filed with respect to the beneficial ownership of common stock, par value $0.001 per share (the “Common Stock”), of Liquid Holdings Group, Inc. (“LIQD”, the “Issuer” or the “Company”). This Amendment No. 2 supplements Item 3, and amends and restates in its entirety Item 5, of the Schedule 13D originally filed on August 12, 2013 (as amended).

 

ITEM 3. Source and Amount of Funds or Other Consideration

 

The source and amount of funds (excluding fees and expenses) used by the Reporting Persons in making the open market purchases of Common Stock referenced in Item 5(c) below is $633,929 from personal funds of Douglas Von Allmen and Linda Von Allmen.

 

 

ITEM 5. Interest in Securities of the Issuer.

 

(a) See chart below, which information is given as of the end of business on March 5, 2014. The percentages set forth in this response are based on 24,486,388 shares of Common Stock outstanding as of November 8, 2013 as reported in the Issuer’s Form 10-Q filed on November 14, 2013.

 

Reporting Person  Shares Beneficially Owned   Percent of Class 
Douglas Von Allmen   5,313,508    21.7%
Linda Von Allmen   5,674,194    23.2%
D&L Partners, L.P.   4,983,694    20.4%
D&L Management Corp.   4,983,694    20.4%
Von Allmen Dynasty Trust   690,500    2.8%
Von Allmen Partners, L.P.   219,556    0.9%
VA Family, LLC   219,556    0.9%
NGNG, Inc.   110,258    0.5%
All Reporting Persons as a Group   6,004,008    24.5%

 

(b) Mr. Von Allmen and Mrs. Von Allmen have shared power, and D&L Partners and D&L Management each have sole power, to vote or direct the vote of and to dispose or direct the disposition of the 4,983,694 shares of Common Stock held by D&L Partners. Mrs. Von Allmen and the Trust each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 690,500 shares of Common Stock held by the Trust. Mr. Von Allmen, VA Partners and VA Family each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 219,556 shares of Common Stock held by VA Partners. Mr. Von Allmen and NGNG each have sole power to vote or direct the vote of and to dispose or direct the disposition of the 110,258 shares of Common Stock held by NGNG.

 

 

 

Page 10 of 12 pages
 

 

(c) The Reporting Persons did not effect any transactions in the Common Stock since the filing of Amendment No. 1 to Schedule 13D on February 11, 2014, other than the following:

 

Reporting Person Transaction Type Transaction Date # Shares Price Per Share
D&L Partners Open Market Buy 2/27/14 40,000 $4.75
D&L Partners Open Market Buy 2/27/14 3,921 $4.65
D&L Partners Open Market Buy 2/28/14 800 $4.6899
D&L Partners Open Market Buy 2/28/14 1,066 $4.69
D&L Partners Open Market Buy 2/28/14 87,400 $4.70
D&L Partners Open Market Buy 2/28/14 700 $4.9999
D&L Partners Acquisition in private transactions (no cash consideration was exchanged) 2/28/14 732,292 -
D&L Partners Open Market Buy 3/04/14 500 $5.3299

 

(d)Not applicable.

 

(e)Not applicable.

 

Page 11 of 12 pages
 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

 

Dated: March 5, 2014

 

Douglas Von Allmen

D&L Management Corp.

D&L Partners, L.P.

VA Family, LLC

Von Allmen Partners, L.P.

NGNG, Inc.

 

 

By: /s/ Douglas Von Allmen                              

Douglas Von Allmen, for himself; as the Controlling Shareholder of D&L Management (for itself and as General Partner of D&L Partners); as the Manager of VA Family (for itself and as General Partner of VA Partners); and as the Controlling Shareholder of NGNG

  

Linda Von Allmen

Von Allmen Dynasty Trust

 

 

By: /s/ Linda Von Allmen                                

Linda Von Allmen, for herself and as Trustee of the Trust

 

 

 

Page 12 of 12 pages