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*
Canaan VIII LP

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(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)
Common Stock 2,699 D(7)
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 A Preferred Stock (1) (1) Common Stock 87,837 (1) D(7)
Series A-1 Preferred Stock (2) (2) Common Stock 89,630 (2) D(7)
Series B Preferred Stock (3) (3) Common Stock 31,471 (3) D(7)
Series C Preferred Stock (4) (4) Common Stock 680,266 (4) D(7)
Warrant to purchase Series D Preferred Stock 01/09/2017 12/31/2026 Series D Preferred Stock 34,378(5)(6) $0.01 D(7)
Series D Preferred Stock (5) (5) Common Stock 944,127 (5) D(7)
1. Name and Address of Reporting Person*
Canaan VIII LP

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(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*
Canaan Partners VIII LLC

(Last) (First) (Middle)
C/O CANAAN PARTNERS
285 RIVERSIDE AVENUE, SUITE 250

(Street)
WESTPORT CT 06880

(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 A Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.0956-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
2. All shares of Series A-1 Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.1378-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
3. All shares of Series B Preferred Stock, par value $0.001 per share, have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.1414-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
4. 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 on approximately a 0.1295-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
5. All shares of Series D Preferred Stock, par value $0.001 per share (the "Series D Preferred Stock"), have no expiration date and will automatically convert into the Issuer's common stock on approximately a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
6. Following the automatic conversion of the Series D Preferred Stock, the Warrant to purchase Series D Preferred Stock will be exercisable into 34,378 shares of the Issuer's common stock at an exercise price of $0.01 per share.
7. Shares held directly by Canaan VIII L.P. ("Canaan LP"). Canaan Partners VIII LLC ("Canaan LLC" and together with Canaan LP, the "Canaan Entities") is the sole general partner of Canaan LP and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by Canaan LP. Investment and voting decisions with respect to the shares held by Canaan LP are made by the managers of Canaan LLC, collectively. Canaan LLC disclaims Section 16 beneficial ownership of the shares held by Canaan LP, except to the extent, if any, of its pecuniary interest therein.
Remarks:
Exhibit 24 - Power of Attorney Exhibit 99.1 - Joint Filer Information
Canaan VIII L.P. By: Canaan Partners VIII LLC, its General Partner By: /s/ Janine MacDonald Attorney-in-Fact 07/25/2018
Canaan Partners VIII LLC By: /s/ Janine MacDonald Attorney-in-Fact 07/25/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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