Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Liquidia Corporation
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
53635D202
(CUSIP Number)
January 4, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | 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. |
The information required in 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).
| CUSIP No. 53635D202 | Page 1 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Legend Aggregator, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,182,532 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,182,532 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,182,532 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (1) | Based upon 75,812,107 shares of Common Stock, which is the sum of (i) 68,629,575 shares of Common Stock issued and outstanding as of December 31, 2023 according to information provided in writing by the Issuer to the Reporting Persons and (ii) 7,182,532 shares of Common Stock issued to Legend Aggregator, LP in connection with a private offering of Common Stock. |
| CUSIP No. 53635D202 | Page 2 of 5 Pages |
| 1 |
NAME OF REPORTING PERSON
Legend Aggregator Advisors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
7,182,532 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
7,182,532 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,182,532 | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.5% (1) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (1) | Based upon 75,812,107 shares of Common Stock, which is the sum of (i) 68,629,575 shares of Common Stock issued and outstanding as of December 31, 2023 according to information provided in writing by the Issuer to the Reporting Persons and (ii) 7,182,532 shares of Common Stock issued to Legend Aggregator, LP in connection with a private offering of Common Stock. |
| CUSIP No. 53635D202 | Page 3 of 5 Pages |
Item 1(a). Name of Issuer
Liquidia Corporation (the “Issuer”)
Item 1(b). Address of Issuer’s Principal Executive Offices
419 Davis Drive, Suite 100
Morrisville, North Carolina 27560
Item 2(a). Name of Person Filing.
This Statement is being filed jointly by each of Legend Aggregator, LP, a Delaware limited partnership, and Legend Aggregator Advisors, LLC, a Delaware limited liability company (collectively with Legend Aggregator, LP, the “Reporting Persons”). Legend Aggregator Advisors, LLC is the general partner of Legend Aggregator, LP. Voting and investment power over the shares held by the Reporting Persons is exercised by a three-member management committee of Legend Aggregator Advisors, LLC, and pursuant to the governing documents of Legend Aggregator Advisors, LLC, voting and disposition decisions require the approval of a majority of such persons.
Item 2(b). Address or Principal Business Office, or if none, Residence
The principal business address of each of the Reporting Persons is 2884 Sand Hill Road, Suite 100, Menlo Park, CA 94025.
Item 2(c). Citizenship
Please refer to Item 4 on each cover page for each Reporting Person.
Item 2(d). Title of Class of Securities
Common Stock, par value $0.001 per share
Item 2(e). CUSIP Number
53635D202
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
Not applicable.
Item 4. Ownership
| (a) | Amount Beneficially Owned: |
See response to Item 9 on each cover page.
| (b) | Percent of Class: |
See response to Item 11 on each cover page.
| (c) | Number of Shares as to which the Reporting Person has: |
| (i) | Sole Power to Vote or Direct the Vote: |
See response to Item 5 on each cover page.
| CUSIP No. 53635D202 | Page 4 of 5 Pages |
| (ii) | Shared Power to Vote or to Direct the Vote: |
See response to Item 6 on each cover page.
| (iii) | Sole Power to Dispose or to Direct the Disposition of: |
See response to Item 7 on each cover page.
| (iv) | Shared Power to Dispose or Direct the Disposition of: |
See response to Item 8 on each cover page.
Item 5. Ownership of Five Percent or Less of a Class
If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
Item 6. Ownership of More than 5 Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below, each of the Reporting Persons certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 53635D202 | Page 5 of 5 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: January 16, 2024 | LEGEND AGGREGATOR, LP | |||||
| By: | Legend Aggregator Advisors, LLC Its: General Partner | |||||
| By: | /s/ Adam Fliss | |||||
| Name: Adam Fliss | ||||||
| Title: Vice President | ||||||
| LEGEND AGGREGATOR ADVISORS, LLC | ||||||
| By: | /s/ Adam Fliss | |||||
| Name: Adam Fliss | ||||||
| Title: Vice President | ||||||
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of January 16, 2024 |