SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Adair Jason

(Last)

(First)

(Middle)

419 DAVIS DRIVE, SUITE 100

(Street)

MORRISVILLE

27560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/15/2024		M		15,625⁽³⁾	A	⁽¹⁾	113,037⁽⁴⁾	D
Common Stock	03/18/2024		M		260⁽²⁾	A	⁽¹⁾	113,297⁽⁴⁾	D
Common Stock	03/18/2024		S⁽⁵⁾		4,581⁽⁶⁾	D	$15.82	108,716⁽⁴⁾	D
Common Stock	03/18/2024		S⁽⁷⁾		76⁽⁸⁾	D	$15.5	108,640⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	03/15/2024		M			15,625	⁽¹⁾	⁽¹⁾	Common Stock	15,625	$0	46,875	D
Restricted Stock Unit	⁽¹⁾	03/18/2024		M			260	⁽¹⁾	⁽¹⁾	Common Stock	260	$0	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.

2. On January 11, 2023, the Reporting Person was granted 62,500 RSUs with 25% of the RSUs vesting on the one-year anniversary of the date of grant and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 15,625 have vested through March 15, 2024.

3. On March 18, 2020, the Reporting Person was granted 4,167 RSUs and such RSUs have fully vested as of March 18, 2024.

4. Includes (i) 39,588 RSUs granted to the Reporting Person on January 11, 2024, none of which have vested as of the date of this Form 4, (ii) 25,000 RSUs granted to the Reporting Person on July 6, 2023, none of which have vested as of the date of this Form 4 and (iii) 8,059 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan.

5. These shares were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on January 11, 2023.

6. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 15, 2023.

7. These shares were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on March 18, 2020.

8. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on December 4, 2020.

	/s/ Jason Adair	03/19/2024
	** 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 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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