SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
PAPPAS ARTHUR M

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/25/2018
3. Issuer Name and Ticker or Trading Symbol
Liquidia Technologies Inc [ LQDA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Preferred Stock, par value $0.001 per share (1) (1) Common Stock, par value $0.001 per share 191,788 (1) I(2) See footnotes(2)(7)
Series D Preferred Stock, par value $0.001 per share (3) (3) Common Stock, par value $0.001 per share 97,287 (3) I(4) See footnotes(4)(7)
Warrant to purchase Series D Preferred Stock 02/17/2017 12/31/2026 Series D Preferred Stock, par value $0.001 per share(5) 8,227 $0.01 I(6) See footnotes(6)(7)
1. Name and Address of Reporting Person*
PAPPAS ARTHUR M

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
A.M. Pappas Life Science Ventures IV LP

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PV IV CEO Fund, L.P.

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
AMP&A Management IV, LLC

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
PAPPAS CAPITAL, LLC

(Last) (First) (Middle)
P.O. BOX 110287

(Street)
RESEARCH TRIANGLE PARK NC 27709

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. All shares of Series C Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's Common Stock, par value $0.001 per share ("Common Stock"), on approximately a 0.1295-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares of Series C Preferred Stock reflected on this Form 3 were acquired on July 1, 2009 and January 8, 2010.
2. 1,414,240 shares of Series C Preferred Stock, convertible into 183,074 shares of Common Stock, are held of record by A.M. Pappas Life Science Ventures IV, L.P. ("Pappas Ventures"), and 67,313 shares of Series C Preferred Stock, convertible into 8,714 shares of Common Stock, are held of record by PV IV CEO Fund, L.P. (the "CEO Fund" and, together with Pappas Ventures, the "Funds").
3. All shares of Series D Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), have no expiration date and will automatically convert into Common Stock on approximately a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering. The shares of Series D Preferred Stock reflected on this Form 3 were acquired on February 2, 2018.
4. 1,562,712 shares of Series D Preferred Stock, convertible into 92,867 shares of Common Stock, are held of record by Pappas Ventures, and 74,379 shares of Series D Preferred Stock, convertible into 4,420 shares of Common Stock, are held by the CEO Fund.
5. Following the automatic conversion of the outstanding shares of Series D Preferred Stock, the Warrant to purchase Series D Preferred Stock will be exercisable into shares of Common Stock at an exercise price of $0.01 per share.
6. Pappas Ventures is the holder of record of a warrant to purchase up to 132,168 shares of Series D Preferred Stock, which will be automatically converted into a right to purchase up to 7,854 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering, and the CEO Fund is the holder of record of a warrant to purchase up to 6,290 shares of Series D Preferred Stock, which will be automatically converted into a right to purchase into up to 373 shares of Common Stock immediately prior to the closing of the Issuer's initial public offering.
7. AMP&A Management IV, LLC ("Management IV") is the general partner of each of the Funds and has a management agreement with Pappas Capital, LLC ("Pappas Capital") whereby Pappas Capital provides management services for the Funds. As a result, Pappas Capital's investment committee exercises sole dispositive and voting power over the securities owned by the Funds. Mr. Arthur Pappas is the sole managing member of Pappas Capital. By virtue of these relationships, Management IV, Pappas Capital and Mr. Pappas may be deemed to beneficially own the securities owned directly by the Funds. Each of Management IV, Pappas Capital and Mr. Pappas disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein.
Remarks:
Exhibit 24.1 - Power of Attorney
/s/ Amanda Keister, attorney-in-fact for Arthur M. Pappas 07/25/2018
/s/ Amanda Keister, attorney-in-fact for A.M. Pappas Life Science Ventures IV, LP 07/25/2018
/s/ Amanda Keister, attorney-in-fact for AMP&A Management IV, LLC 07/25/2018
/s/ Amanda Keister, attorney-in-fact for Pappas Capital, LLC 07/25/2018
/s/ Amanda Keister, attorney-in-fact for PV IV CEO Fund, LP 07/25/2018
** Signature of Reporting Person Date
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