Sec Form 13G Filing - Canaan VIII LP filing for Liquidia Technologies Inc (LQDA) - 2020-02-06

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 the disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Canaan VIII L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☑

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Cayman Islands

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  2,917,169

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  2,917,169

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,917,169

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  10.3% (1)

  TYPE OF REPORTING PERSON

  PN

The percent of class was calculated based on 28,231,267 shares of common stock outstanding as of December 31, 2019, as provided by the Issuer on January 13, 2020.

  NAMES OF REPORTING PERSONS

  Canaan Partners VIII LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☑

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  2,917,169

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  2,917,169

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,917,169

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  10.3% (1)

  TYPE OF REPORTING PERSON

  OO

The percent of class was calculated based on 28,231,267 shares of common stock outstanding as of December 31, 2019, as provided by the Issuer on January 13, 2020.

419 Davis Drive

Ste. 100

Morrisville, NC 27560

(i) Canaan VIII L.P., a Cayman Islands limited partnership (the “Fund”); and

(ii)  Canaan Partners VIII LLC, a Delaware limited liability company (the “General Partner”).

☐    Broker or dealer registered under Section 15 of the Act;

☐    Bank as defined in Section 3(a)(6) of the Act;

☐    Insurance company as defined in Section 3(a)(19) of the Act;

☐    Investment company registered under Section 8 of the Investment Company Act of 1940;

☐    An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

☐    An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

☐    A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

☐    A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐    A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

☐    A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

☐    Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

(i) The Fund directly owns 2,917,169 shares of Common Stock, which represents approximately 10.3% of the outstanding shares of Common Stock.

(ii)  The General Partner is the general partner of the Fund and may be deemed to beneficially own 2,917,169 shares of Common Stock, which represents approximately 10.3% of the outstanding shares of Common Stock.

Reporting Person

Canaan VIII L.P.

Canaan Partners VIII LLC

(i) Sole power to vote or direct the vote

(ii)  Shared power to vote or to direct the vote

(iii)  Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of