UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Liquid Holdings Group, Inc.

(Name of Issuer)

Common Stock, par value $.0001 per share

(Title of Class of Securities)

53633A 101

(CUSIP Number)

Brian Ferdinand

c/o Ferdinand Trading LLC

224 Muttontown Eastwood Rd.

Muttontown, NY 11791

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

December 10, 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 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 (“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).

Potential persons who are to 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.

EXPLANATORY NOTE

This Amendment No. 3 amends and restates in its entirety the Schedule 13D (the “Schedule 13D”) originally filed on August 12, 2013 (the “Original 13D”), as amended and restated by Amendment No. 1 thereto filed on March 6, 2014 (“Amendment No. 1”) and Amendment No. 2 thereto filed on July 15, 2014 (“Amendment No. 2”). Capitalized terms used and not defined herein have the meanings ascribed thereto in the Schedule 13D, as previously amended.

Item 4. Purpose of Transaction

Item 4 is hereby amended and supplemented as follows:

Except as set forth in this Item 4, the Reporting Persons do not have any present plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D.

The Reporting Persons have been and will continue to review and evaluate their investment in the Company. Over the last several weeks and months the Reporting Persons have become increasingly dissatisfied with certain actions and decisions taken by the Company’s board of directors and senior management. As a result of such review and evaluation, the Reporting Persons and their representatives have begun to communicate, and may engage in further communications, with the senior management, board of directors and/or other shareholders of the Company with respect to operational, strategic, financial or governance matters, including encouraging the Company to take certain actions that the Reporting Persons believe will enhance shareholder value.

Depending on various factors including, without limitation, the Company’s financial position and strategic direction, the outcome of the discussions referenced below, actions taken by the Company’s board of directors, other investment opportunities available to the Reporting Persons, price levels of the Shares, and conditions in the securities and financing markets and the economy in general, the Reporting Persons may in the future acquire additional securities of the Company or dispose of some or all of the securities of the Company beneficially owned by them, or take any other actions with respect to their investment in the Company permitted by law, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5 is hereby amended and supplemented as follows:

(a) See chart below, which information is given as of the close of business on December 10, 2014, the day before the filing of this Amendment No. 3. The percentages set forth in this response are based on 60,332,375 shares of Common Stock outstanding as of November 11, 2014 as reported by the issuer in the form 10-Q filed on November 14, 2014 with the SEC.

(b) Mr. Ferdinand and Ferdinand Holdings have shared power to vote or direct the vote of and to dispose or direct the disposition of 1,988,319 shares of Common Stock held by Ferdinand Holdings. Mr. Ferdinand and LT World Limited have shared power to vote or direct the vote of and to dispose or direct the disposition of the 259,953 shares of Common Stock held by LT World Limited. Mr. Ferdinand and Ferdinand Trading have shared power to vote or direct the vote of and to dispose or direct the disposition of the 654,943 shares of Common Stock held by Ferdinand Trading. Mr. Ferdinand and LT World Partners have shared power to vote or direct the vote of and to dispose or direct the disposition of the 261,189 shares of Common Stock held by LT World Partners. Andrea Ferdinand and FHIT have shared power to vote or direct the vote of and to dispose or direct the disposition of the 1,012,049 shares of Common Stock held by FHIT.

(c) The Reporting Persons did not effect any transactions in the Common Stock since Amendment No. 2, other than as follows:

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended and supplemented as follows:

Put Agreement

On December 10, 2014, Brian Ferdinand entered into a put option agreement (the “Put Agreement”) by and among Brian Ferdinand, on the one hand, and each of the Von Allmen Dynasty Trust and D&L Partners, L.P., (the “Optionees”), on the other hand.

Pursuant to the Put Agreement, Mr. Ferdinand has granted the Optionees a right (the “Put Right”) to require Mr. Ferdinand to purchase up to an aggregate of 535,000 Shares held by the Optionees at the time of exercise at a price of $5.50 per Share (the “Redemption Price”). The Put Right may only be exercised by the Optionees at any time during the period commencing on January 31, 2016 and ending on February 28, 2016. The Redemption Price and the amount of shares subject to the put option are subject to adjustment to account for any stock issuances, stock splits, stock dividends, recapitalizations and other similar events involving the Shares that occur after the date of the Put Agreement.

The description of the Put Agreement contained in this item provides a summary and is qualified by the copy of the Put Agreement filed as Exhibit 1 to this Statement, which is incorporated herein by reference.

Settlement Agreement

On September 22, 2014, the Reporting Persons (other than LT World Partners and FHIT) (the “Borrower Parties”) entered into a Settlement Agreement and Mutual Release with UBS Bank USA (“UBS Bank”) (the “Settlement Agreement”) with respect to certain advances made by UBS Bank to the Borrower Parties. As part of the Settlement Agreement, the Borrower Parties pledged 2,963,622 shares of the Issuer’s Common Stock (the “Pledged Shares”) to UBS Bank. LT World Partners and Ferdinand Holdings hold the Pledged Shares in brokerage accounts maintained by an affiliate of UBS Bank. Pursuant to the Settlement Agreement and subject to the conditions described therein, (i) UBS Bank and/or its affiliates agreed to sell a portion Pledged Shares and (ii) the Borrower Parties was required to sell a portion of the Pledged Shares, each in partial satisfaction of the amounts owed to UBS Bank by the Borrower Parties. This summary of the Settlement Agreement is not complete and is qualified by the copy of the Settlement Agreement filed as Exhibit 3 to this Statement, which is incorporated herein by reference.

As of October 8, 2014, 1,270,970 shares of the Issuer’s Common Stock have been sold pursuant to the Settlement Agreement and the Borrower Parties’ obligations under the Settlement Agreement have been fully satisfied.

Stock Transfer Agreement

On September 2, 2014, CMK Keller Holdings, an entity controlled by Robert Keller, and LT World Partners, an entity controlled by Brian Ferdinand, entered into a Stock Transfer and Release Agreement with Mr. Keller and Mr. Ferdinand (the “Stock Transfer Agreement”). Pursuant to the Stock Transfer Agreement, CMK Keller Holdings transferred to LT World Partners 125,000 shares of the Issuer’s Common Stock (the “Transferred Shares”). The purpose of this transfer was to reconcile a miscalculation in Mr. Keller’s and Mr. Ferdinand’s respective ownership interests in the Company and did not involve a cash payment for the Transferred Shares by LT World Partners or Mr. Ferdinand. This summary of the Stock Transfer Agreement is not complete and is qualified by the copy of the Settlement Agreement filed as Exhibit 3 to this Statement, which is incorporated herein by reference.

Amendment to Lock Up Agreement

On October 16, 2014, the Reporting Persons (other than FHIT and Andrea Ferdinand) (the “Ferdinand Lock-up Parties”) and the Company amended the Company Lock-up Agreement (the “Lock-up Agreement Amendment”). The Lock-up Agreement Amendment permitted 500,000 shares of the Issuer’s Common Stock to be released from the Company Lock-up Agreement (in addition to the 771,000 shares of the Issuer’s Common Stock that was previously released). Additionally, the Lock-up Agreement Amendment extended the Restricted Period (as defined in the Company Lock-up Agreement) by three months to July 17, 2015 with respect to one-half of the Shares that the Ferdinand Lock-up Parties hold as of April 17, 2015. This summary of the Lock-up Agreement Amendment is not complete and is qualified by the copy of the Lock-up Agreement Amendment filed as Exhibit 4 to this Statement, which is incorporated herein by reference.

The following document is filed as an exhibit:

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.

Date: December 11, 2014

Exhibit 1

PUT OPTION AGREEMENT

This PUT OPTION AGREEMENT (the “Agreement”) is entered into as of December 10, 2014 (the “Effective Date”) by and among BRIAN FERDINAND, an individual and resident of the State of New York (“Grantor”), the VON ALLMEN DYNASTY TRUST (“VADT”), and D&L PARTNERS, L.P. (“DNL” and together with VADT, the “Optionees”). Each of the Grantor, DNL and VADT are individually referred to herein as a “Party” and collectively, the “Parties.”

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Put Right.

(a) Optionees, upon 15 business days’ advance notice (the “Redemption Notice”) to Grantor, shall have the right, but not the obligation, to cause Grantor to purchase on the Redemption Date (as defined below) any or all of, Five Hundred and Thirty-Five Thousand (535,000) shares of common stock $0.0001 par value per share (the “LIQD Shares”) of Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) then held by the Optionees (the “Put Right”) for five dollars and fifty cents ($5.50) per LIQD Share (the “Redemption Price”). The Put Right may be exercised by the Optionees at any time during the period commencing on January 31, 2016 and ending on February 28, 2016 (the “Redemption Period”).

(b) The Redemption Price and the number of LIQD Shares subject to the Put Right shall be equitably adjusted to account for (i) any stock issuances of the Company that occur from the Effective Date until the Redemption Date (based on a customary weighted average anti-dilution formula), and (ii) any stock splits, stock dividends, recapitalizations, reorganizations and other similar events of the Company that have occurred from the Effective Date until the Redemption Date.

(c) The Redemption Notice will specify the effective date of the redemption during the Redemption Period (the “Redemption Date”) to Grantor, and the entire Redemption Price due shall be paid by Grantor within 15 business days thereof and shall be payable in cash by wire transfer of immediately available funds to an account designated by the Optionees in the Redemption Notice.

(d) Within 15 business days of the Optionee’s receipt of payment of the Redemption Price, the Optionees will deliver the LIQD Shares to Grantor together with stock powers with a medallion signature guarantee or other transfer documentation reasonably requested by Grantor sufficient to cause LIQD’s transfer agent to effect an transfer of the LIQD Shares to Grantor.

(e) The Optionees shall have the right to proceed against Grantor to enforce the Put Right.

2. The Parties hereto acknowledge and agree that the document entitled “Put Option Agreement” dated as of March 3, 2014, among the Parties, never became effective and is void for all purposes. The Parties further acknowledge and agree that other than this Agreement, no option or similar agreement in respect of the capital stock of the Company exists among Grantor (or any of his Affiliates), on the one hand, and any Optionee (or any of its affiliates), on the other hand.

3. Other than as set forth in Section 1 above, no delay on the part of any Party in exercising any of its options, powers or rights under this Agreement shall constitute a waiver thereof. No waiver of any of its rights hereunder and no modification or amendment of this Agreement, shall be deemed to be made by any Party unless the same shall be in writing, duly signed on behalf of such Party (in the case of the Optionees, by a duly authorized officer) and each such waiver, if any, shall apply only with respect to the specific instance involved, and shall in no way impair or modify the rights or obligations of the Parties, in any other respect at any other time.

4. The Optionees and the Grantor hereby irrevocably consent to the exclusive jurisdiction of the courts of the State of New York, or any federal court in such state in connection with any action or proceeding arising out of or related to this Agreement. In any such litigation, Optionees and Grantor waive personal service of any summons, complaint or other process and agree that service may be made by certified or registered mail to it, at the address provided herein.

5. THE PARTIES WAIVE TRIAL BY JURY IN ANY ACTION UNDER OR RELATING TO THIS AGREEMENT.

6. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

7. Subject to the terms of this Section 7, this Agreement is binding upon and inures to the benefit of the parties hereto as well as their respective permitted successors and assigns. Nothing in this Agreement, whether expressed or implied, will confer on any person or entity, other than the Parties or their respective permitted successors and assigns, any rights, remedies or liabilities. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties and any purported assignment without such consent shall be void.

8. This Agreement contains the full and complete agreement of the parties hereto concerning the subject matter hereof, and it supersedes any prior agreements or understandings by or between them concerning such matters. There are no written, oral, or other agreements, promises, inducements, covenants, conditions, or limitations of (or related in any way to) this Agreement that are not expressly set forth in this Agreement, and in entering into this Agreement, the parties hereto are relying solely and exclusively on the agreements, promises, inducements, covenants, conditions, and limitations that are expressly set forth herein.

9. This Agreement may not be altered or amended except in a writing executed by the Parties.

10. The parties hereto hereby stipulate, agree, represent, and warrant that: (a) the terms, extent, and duration of this Agreement are reasonable; (b) that they will not challenge or contest in any way the capacity or the authority of any party hereto to make the agreements, covenants, waivers, stipulations, and warranties herein set forth; and (c) that each person signing this Agreement on behalf of the parties hereto has the necessary and appropriate authority and capacity to execute this Agreement.

11. The parties hereto agree not to disclose, directly or indirectly, in any matter whatsoever, any information regarding the existence of this Agreement, to any person or entity, except (a) as may be required by applicable law or regulation, including any corporate disclosure, (b) to a party’s attorney, lender, account or financial advisor.

12. Addresses for notices are as follows: for the Optionees, 9 Isla Bahia Drive, Ft. Lauderdale, FL 33316, Attn: Douglas Von Allmen; for the Grantor, 224 Muttontown Eastwoods Road, Muttontown, New York 11791.

[Signature Page to Follow]

[Signature Page to Put Option Agreement]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above-written.

Exhibit 2

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of the 22^nd day of September 2014 (the “Effective Date”), by and between: (i) UBS Bank USA (“UBS Bank); (ii) Brian Ferdinand and Andrea Romanello (the “Borrowers”); and (iii) LT World Limited LLC, Ferdinand Holdings, LLC and Ferdinand Trading II LLC (the “Guarantors”). (The Borrowers and the Guarantors are collectively referred to as the “Defendants”.) (UBS Bank and the Defendants are collectively referred to as the “Parties”.)

WITNESSETH:

WHEREAS, UBS Bank is a federally regulated Utah industrial bank with its principal place of business at 299 South Main Street, Suite #2275, Salt Lake City, Utah 84111; and

WHEREAS, the Borrowers are individuals with a resident address at 224 Muttontown Road, Muttontown, New York 11791; and

WHEREAS, the Guarantors are each Delaware limited liability companies that maintain their principal places of business in the State of New York and whose respective sole and managing member is Brian Ferdinand; and

WHEREAS, the Borrowers are parties to, among other things, a certain Credit Line Agreement with UBS Bank (as the same may have been amended, supplemented or otherwise modified from time to time, the “Credit Line Agreement”); and

WHEREAS, UBS Bank has made certain advances to the Borrowers pursuant to the Credit Line Agreement (the “Loans”); and

WHEREAS, the Guarantors are each parties to certain Credit Line Guaranty Agreements with UBS Bank (as the same may have been amended, supplemented or otherwise modified from time to time, the “Guaranty Agreements,” and, collectively with the Credit Line Agreements, the “Loan Documents”) pursuant to which each of the Defendants, among other things, unconditionally guaranteed the full and prompt repayment of any and all amounts that are due and owing to UBS Bank under the Credit Line Agreement; and

WHEREAS, to secure the Defendants’ payment obligations under the Loan Documents, Ferdinand Holdings, LLC, among other things, granted UBS Bank a first priority security interest and lien in any and all shares of Liquid Holdings Group, Inc. that are held in brokerage accounts that Ferdinand Holdings, LLC maintains at UBS Financial Services Inc., including, but not limited to, Account Nos. XL-02340 and XL-09158 (the “LIQD Stock”); and

WHEREAS, to further secure the Defendants’ payment obligations under the Loan Documents, the Defendants granted to UBS Bank, among other things, a right of setoff against the assets held in any and all brokerage accounts that they maintain at UBS Financial Services Inc.; and

WHEREAS, to further secure the Defendants’ payment obligations under the Loan Documents, Defendant Andrea Romanello granted to UBS Bank, among other things, a negative pledge with respect to Account No. EX-03407 that she maintains at UBS Financial Services Inc., and any and all assets held therein, including, but not limited to certain shares of Apple Inc. (the “AAPL Stock”); and

WHEREAS, UBS Bank has demanded repayment of the Loans and/or UBS Bank contends that certain events of default have occurred under the Loan Documents, thereby causing the Loans to become immediately due and payable in full by the Defendants to UBS Bank; and

WHEREAS, as of September 5, 2014, the outstanding balance of the Loans is Two Million Three Hundred and Eighteen Thousand Six Hundred and Forty-Two Dollars and Twenty-Two Cents ($2,318,642.22) (the “Loan Balance”); and

WHEREAS, on or about July 28, 2014, UBS Bank filed suit against the Defendants in the United States District Court for the District of Utah in a matter captioned UBS Bank USA v. Brian Ferdinand, Andrea Romanello, LT World Limited, LLC, Ferdinand Holdings, LLC and Ferdinand Trading II, LLC, Civil Action No. 14-cv-00552 (the “Action”); and

WHEREAS, after careful and due consideration, the Parties to this Settlement Agreement have agreed, for their mutual benefit and in order to avoid the time, expense and costs of litigation, to resolve any and all outstanding claims and/or disputes between themselves; and

NOW, THEREFORE, in exchange for, and in consideration of the mutual promises contained herein, the Parties hereto agree as follows:

The Defendants shall pay and deliver to UBS Bank the outstanding Loan Balance of Two Million Three Hundred and Eighteen Thousand Six Hundred and Forty-Two Dollars and Twenty-Two Cents ($2,318,642.22), plus further interest on that Loan Balance to be calculated and accrued as set forth in the Credit Line Agreement, which will continue to run through the date that all payment obligations under this Settlement Agreement are satisfied in full, in the following manner:

- 2 -

or

- 3 -

On January 5, 2015, UBS Bank and/or its affiliates shall liquidate, and the Defendants hereby authorize UBS Bank and/or its affiliates to liquidate, a sufficient portion of the LIQD Stock to satisfy the payment due pursuant to Paragraph 1(C) of this Settlement Agreement and apply the proceeds of said liquidation towards the payment due. To the extent any excess cash remains in Account No. XL-02340 and/or Account No. XL-09158 following the liquidation and application of the proceeds, such cash shall remain in Account No. XL-02340 and/or Account No. XL-09158 as additional collateral. In the event that UBS Bank and/or its affiliates are unable to liquidate a sufficient portion of the LIQD Stock to fully satisfy the payment set forth above in Paragraph 1(C), for any reason whatsoever, it shall be the responsibility of the Defendants, jointly and severally, to pay and deliver to UBS Bank the amount of any deficiency.

The payments set forth in Paragraphs 1(D) and/or 1(E) of this Settlement Agreement shall be satisfied as follows: (i) through the sale by the Defendants of a sufficient portion of the LIQD Stock to satisfy the payments due pursuant to Paragraphs 1(D) and/or 1(E) of this Settlement Agreement and the application of the proceeds of any such sale, less any applicable commissions, towards the payment due; (ii) by wire transfer in accordance with the instructions set forth above; or (iii) by certified check or attorney trust check made payable to “UBS Bank USA” and delivered to UBS Bank USA, 299 South Main Street, Suite #2275, Salt Lake City, Utah 84111; Attention: Steve Stewart.

The Defendants shall be obligated, individually and jointly and severally, to make the payments set forth in this Paragraph 1. Moreover, the Parties hereby acknowledge and agree that TIME IS OF THE ESSENCE with respect to each and every payment set forth in this Paragraph 1 of this Settlement Agreement. Nothing contained herein shall restrict the Defendants from repaying the outstanding Loan Balance to UBS Bank prior to the expiration of the time periods set forth in this Paragraph 1 of this Settlement Agreement.

Simultaneously with the execution of this Settlement Agreement, the Defendants shall each execute and deliver to UBS Bank a Confession of Judgment and a Consent Judgment in the forms attached hereto as EXHIBITS A through J, respectively (the “Judgments”). Each Confession of Judgment and Consent Judgment shall be in the amount of Two Million Three Hundred and Eighteen Thousand Six Hundred and Forty-Two Dollars and Twenty-Two Cents ($2,318,642.22), together with lawful interest and reasonable attorneys’ fees and costs, less any amounts already paid to UBS Bank pursuant to Paragraph 1 of this Settlement Agreement. UBS Bank, through its counsel, Sherman Wells Sylvester & Stamelman LLP, shall hold each Confession of Judgment and Consent Judgment in escrow and not take any action to file and record them as a lien or to execute or collect them as long as the Defendants comply with their payment obligations under Paragraph 1 of this Settlement Agreement. UBS Bank’s right to file and record the Judgments is expressly conditioned upon the Defendants’ default of any of their payment obligations as set forth in Paragraph 1 of this Settlement Agreement.

- 4 -

In the event that the Defendants default on any payment obligation hereunder, the entire outstanding balance owed to UBS Bank under Paragraph 1 above shall be accelerated and become immediately due and payable in full. UBS Bank shall provide notice of any such default to Defendants’ counsel, Samuel J. Lieberman, Esq., by email to SLieberman@sglawyers.com, and Defendants shall have three (3) business days following this notice to cure any such default. Thereafter, UBS Bank is immediately authorized to:

In connection with the exercise of UBS Bank’s rights under this paragraph, each of the Defendants shall be individually and jointly and severally responsible and liable for UBS Bank’s reasonable attorneys’ fees and costs in connection with any such collection activities after the date of this Settlement Agreement, in the event UBS Bank is a prevailing party in seeking the exercise of its rights. Such attorneys’ fees and costs shall include all of UBS Bank’s reasonable attorneys’ fees and other legal expenses, including attorneys’ fees and legal expenses incurred in connection with bankruptcy proceedings (including, but not limited to, efforts to modify and/or vacate any automatic stay or injunction), appeals and post judgment services. In the event UBS Bank is a prevailing party, the Defendants shall also pay all court costs and any additional fees as shall be directed by any Court.

- 5 -

- 6 -

- 7 -

The Defendants represent that Liquid Holdings Group, Inc. has imposed upon them, during the period beginning on April 18, 2014 through and including April 17, 2015, certain restrictions with respect to the transfer and/or sale of any of the Defendants’ shares of Liquid Holdings Group, Inc., including, but not limited to, the LIQD Shares (the “Lock-Up”). As set forth in the letter from Liquid Holdings Group, Inc. attached hereto as EXHIBIT M, Liquid Holdings Group, Inc. has agreed, as of September 16, 2014, to exempt 771,000 shares from the Lock-Up.

- 8 -

Upon UBS Bank’s receipt of (i) the Initial Payment as provided in Paragraph 1(A) above, (ii) any documentation required to effect the sale of the stock of Liquid Holdings Group, Inc. as set forth in Paragraph 1(B) above, (iii) this Settlement Agreement, along with the Judgments, all bearing the Defendants’ original signatures, (iv) the Security Agreement attached hereto as Exhibit L, and (v) any documentation set forth above in Paragraph 3(F), including, but not limited to, the documentation attached hereto as Exhibit L, that is required to effect the sale of the stock of the LIQD Stock, counsel for UBS Bank will file a Notice of Voluntary Dismissal With Prejudice in the Action. In exchange for a Notice of Voluntary Dismissal With Prejudice, the Defendants hereby agree that, if they default on the obligations set forth herein, they hereby waive personal service of any application filed by UBS Bank to have the Judgments entered as judgments against the Defendants and/or any application to domesticate any judgment obtained pursuant to the Judgments in any appropriate jurisdiction. The Defendants hereby authorize their attorney, Samuel J. Lieberman, Sadis & Goldberg, LLP, 551 Fifth Avenue, 21st Street, New York, NY 10176, to accept service of any such applications on their behalf by email to SLieberman@sglawyers.com.

- 9 -

This Settlement Agreement shall be governed by and construed in accordance with, the laws of the State of Utah applicable to agreements made and to be performed entirely in such state and, in connection with the choice of law governing interest, the federal laws of the United States except that, with respect to any collateral and UBS Bank’s security interest therein, this Settlement Agreement shall be governed by and construed in accordance with the laws of the State of New York including, without limitation, the New York Uniform Commercial Code, and for purposes of this Settlement Agreement, any collateral and UBS Bank’s security interest therein, the jurisdiction of UBS Bank shall be deemed to be the state of New York.

- 10 -

The Parties hereby irrevocably and unconditionally submit themselves and their property to the exclusive jurisdiction of the Third Judicial District Court for the State of Utah and the United States District Court for the District of Utah and agree that these Courts shall have exclusive general jurisdiction over any and all disputes relating to or arising under this Settlement Agreement.

Each Party hereto represents and warrants that it has had adequate and ample opportunity to review this Settlement Agreement with advisors of its choice, including legal counsel, that it has read and understands the Settlement Agreement, and that it has signed all such documents freely and voluntarily.

This Settlement Agreement shall be deemed to have been jointly drafted by each and all of the Parties hereto for all purposes involving their construction and enforcement.

This Settlement Agreement reflects a business decision by the Parties to settle their differences, disputes and claims. Nothing contained in this Settlement Agreement is intended to be, or shall be construed to be, an admission of any liability by any Party or an admission of the existence of any facts upon which liability could be based. Neither the existence of this Settlement Agreement nor any of the provisions hereof shall be offered or received in evidence in any litigation as an admission or concession of liability or wrongdoing of any nature on the part of any of the Parties hereto or as an admission or concession by any of the Parties hereto concerning the merits of any claim or defense.

No failure or delay on the part of any Party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any right or remedy hereunder.

- 11 -

Each individual executing this Settlement Agreement represents and warrants that he/she has the authority to do so and that execution and delivery of this Settlement Agreement has been duly and validly authorized. Each Party to this Settlement Agreement further represents and warrants that it has not: (i) transferred, assigned or conveyed, (ii) agreed to transfer, assign or convey, or (iii) taken any action that would cause there to be transferred, assigned or conveyed, at any time to any other entity, in whole or in part, any claim released by or otherwise subject to this Settlement Agreement and any interest therein. In addition, any individual or individuals executing this Settlement Agreement on behalf of LT World Limited LLC, Ferdinand Holdings, LLC and Ferdinand Trading II LLC hereby warrant and represent that he or she has full and independent authority to enter into, execute and perform this Settlement Agreement on behalf of the entity for which they are executing the Settlement Agreement. Furthermore, Brian Ferdinand hereby warrants and represents that he is the sole and managing member of LT World Partners, LLC and is authorized to execute the transaction set forth in Paragraph 1(B) of this Settlement Agreement.

Nothing contained in this Settlement Agreement is intended to give or shall give to anyone any third-party beneficiary rights.

All of the terms, covenants and conditions herein contained shall be for and shall inure to the benefit of and shall bind the respective Parties hereto and their predecessors, successors and/or assigns, respectively.

This Settlement Agreement may be supplemented, amended or modified only by the mutual agreement of the Parties. No supplement, amendment or modification of this Settlement Agreement shall be binding unless it is in writing and signed by all of the Parties.

Clause headings in this Settlement Agreement are included herein for convenience of reference only and shall not constitute a part of this Settlement Agreement for any other purpose.

This Settlement Agreement may be executed by PDF signature and in one or more counterparts, each of which shall be deemed an original, but together shall constitute one and the same instrument.

- 12 -

This is a confidential settlement. Recognizing the confidentiality of the information contained herein, it is understood and agreed by each of the Parties that they will keep any and all matters relating to the Action and the terms of this Settlement Agreement confidential and will not disclose them to any other person or cause or permit disclosure of such information by any of the Parties’ agents, attorneys or other persons subject to their control, except as may be required: (i) in connection with the preparation and filing of income tax returns; (ii) by order of a court of competent jurisdiction; (iii) to comply with any applicable law or regulation; (iv) to comply with any internal reporting requirements; (v) to effect any sale of stock of Liquid Holdings Group, Inc. set forth herein, including, but not limited to, disclosure of any information and/or documentation requested by Liquid Holdings Group, Inc.; (vi) to enforce rights under this Settlement Agreement, including, but not limited to, the filing and recording of the Judgments.

[SIGNATURE PAGE IMMEDIATELY FOLLOWS]

- 13 -

IN WITNESS WHEREOF, the Parties to this Settlement Agreement affix their signatures on the Effective Date written above.

CAUTION: READ BEFORE SIGNING

- 14 -

Exhibit 3

Execution Copy

STOCK TRANSFER AND RELEASE AGREEMENT

This Stock Transfer and Release Agreement (this “Agreement”) is entered into as of September 2, 2014 among CMK Keller Holdings, LLC (the “Transferor”), LT World Partners, LLC (the “Transferee”), Brian Ferdinand (“Ferdinand”) and Robert Keller (“Keller”).

WITNESSETH

WHEREAS, Ferdinand and Keller are founders of Liquid Holdings Group, LLC, now known as Liquid Holdings Group, Inc. (the “Company”), which sold shares of its common stock, par value $0.0001 (“Common Stock”) in an initial public offering in July 2013; and

WHEREAS, the parties desire to enter into this Agreement to reconcile a miscalculation in Ferdinand’s and Keller’s respective ownership interests in the Company (the “Reconciliation”) and to resolve any and all matters whatsoever occurring on or prior to the date hereof between Transferor, Keller and their affiliates, on the one hand, and Transferee, Ferdinand and their affiliates, on the other hand.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1

TRANSFER

The Transferor hereby conveys, transfers, assigns and delivers to the Transferee, and the Transferee hereby acquires and accepts from the Transferor, 125,000 shares of Common Stock, free and clear of any claims, legends, liens or encumbrances of any nature whatsoever.

ARTICLE 2

MUTUAL RELEASE

Transferee and Ferdinand (on behalf of himself and his affiliates), and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Ferdinand Releasor”), fully, finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferor, Keller and their affiliates (it being understood and agreed that in no event shall the Company be deemed to be an affiliate of Transferor and/or Keller for this purpose), and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Transferor Released Parties”), from any and all claims, liabilities, causes of action, rights of action, actions, demands, suits, proceedings, damages, costs, fees and expenses of every name and nature, both at law and in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that the Ferdinand Releasor now has, has ever had or ever may have against any Transferor Released Party relating to any and all matters whatsoever (including without limitation the Reconciliation) from the beginning of time to the date of this Agreement.

Transferor and Keller (on behalf of himself and his affiliates), and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Transferor Releasor”), fully, finally, unconditionally, irrevocably and forever remises, releases and discharges the Transferee, Ferdinand and their affiliates, and each of their respective past and present officers, directors, members, managers, partners, shareholders, employees, servants, attorneys, agents, and other representatives, and the heirs, executors, predecessors, successors and assigns of any of the foregoing (collectively, the “Ferdinand Released Parties”), from any and all claims, liabilities, causes of action, rights of action, actions, demands, suits, proceedings, damages, costs, fees and expenses of every name and nature, both at law and in equity, whether known or unknown, suspected or unsuspected, foreseen or unforeseen, that the Transferor Releasor now has, has ever had or ever may have against any Ferdinand Released Party relating to any and all matters whatsoever (including without limitation the Reconciliation) from the beginning of time to the date of this Agreement.

ARTICLE 3

MISCELLANEOUS

3.1 Further Assurances. Each of the parties, promptly after request of any other party, will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out any of the provisions hereof.

3.2 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile or electronic transmission), and all such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

3.3 Choice of Law. This Agreement shall be construed, interpreted and the rights of the parties determined in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof.

3.4 Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

2

3.5 Headings. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

3.6 Third Party Beneficiaries. The Transferor Released Parties and the Ferdinand Released Parties are intended third party beneficiaries of this Agreement.

[signatures follow]

3

IN WITNESS WHEREOF, the parties hereto have executed this Stock Transfer and Release Agreement, or have caused this Stock Transfer and Release Agreement to be duly executed on their respective behalf by their respective officers thereunto duly authorized, as of the day and year first above written.

4