Sec Form 4 Filing - JOHNSON DAVID EDWARD @ Liquidia Corp - 2024-06-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
JOHNSON DAVID EDWARD
2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
See Remarks
(Last) (First) (Middle)
515 MADISON AVENUE, 8TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2024
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value per share ("Common Stock") 06/20/2024 A( 1 ) 20,359 ( 2 ) A $ 0 20,359 ( 3 ) D ( 3 )
Common Stock, $0.001 par value per share ("Common Stock") 11,280,945 ( 4 ) I See footnote ( 5 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JOHNSON DAVID EDWARD
515 MADISON AVENUE
8TH FLOOR
NEW YORK, NY10022
X X See Remarks
Caligan Partners LP
515 MADISON AVENUE
8TH FLOOR
NEW YORK, NY10022
X X See Remarks
Signatures
David Edward Johnson 06/24/2024
Signature of Reporting Person Date
Caligan Partners LP, By: /s/ David Johnson, Managing Partner 06/24/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units ("RSUs") convert into common stock on a one-for-one basis.
( 2 )The RSUs shall vest upon the earlier of (i) the one-year anniversary of the date of grant or (ii) the day prior to the Issuer's next annual shareholder meeting following the date of grant.
( 3 )Mr. Johnson is deemed to hold the securities reported herein for the benefit of certain affiliated funds (the "Caligan Funds") to which Caligan Partners LP ("Caligan") serves as investment manager and a managed account to which Caligan serves as a consultant, and may, after vesting, if applicable, transfer the securities directly to such Caligan Funds or managed account.
( 4 )Since the filing of the Form 4 filed by the Reporting Persons on September 7, 2022, and more than 6 months ago, the managed account to which Caligan serves as a consultant has reduced its holding by 480,000 shares of Common Stock, and accordingly, such shares of Common Stock are no longer included in the total amount of securities beneficially owned that are reported in Column 5.
( 5 )Securities held by (i) Caligan Partners Master Fund LP, a Cayman Islands limited partnership, (ii) an affiliated fund to which Caligan serves as investment manager, (iii) managed accounts to which Caligan serves as investment manager, and (iv) a managed account to which Caligan serves as a consultant. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.

Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan may be deemed to be a director by deputization of the Issuer by virtue of the fact that Mr. Johnson currently serves on the Issuer's board of directors.

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).
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