Statement of Changes in Beneficial Ownership (4)
November 30 2016 - 05:42PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Chung Tony
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2. Issuer Name
and
Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC
[
LQMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Financial Officer
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(Last)
(First)
(Middle)
LIQUIDMETAL TECHNOLOGIES, INC., 30452 ESPERANZA
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/28/2016
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(Street)
RANCHO SANTA MARGARITA, CA 92688
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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11/28/2016
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P
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47563
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A
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$0.1657
(1)
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2003112
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D
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Common Stock
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11/29/2016
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P
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23191
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A
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$0.1691
(2)
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2026303
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D
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Common Stock
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11/30/2016
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P
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517518
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A
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$0.1795
(3)
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2543821
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$.124
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(4)
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7/11/2020
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Common Stock
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100000
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100000
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D
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Stock Option
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$.08
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(5)
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2/6/2023
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Common Stock
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781200
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781200
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D
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Stock Option
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$.29
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(6)
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2/5/2024
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Common Stock
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976500
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976500
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D
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Stock Option
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$.14
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(7)
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1/27/2025
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Common Stock
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1500000
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1500000
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D
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Stock Option
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$.07
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(8)
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2/17/2026
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Common Stock
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1500000
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1500000
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D
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Explanation of Responses:
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(
1)
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The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.164 to $0.167. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
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(
2)
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The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.166 to $0.17. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
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(
3)
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The price in Column 4 is a weighted average price. The prices actually paid ranged from $0.175 to $0.18. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares purchased at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
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(
4)
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The shares covered by the Option vest in five equal annual installments of 20% beginning one year from the date of grant.
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(
5)
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The shares covered by the Option vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary date of grant, with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant.
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(
6)
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The shares covered by the Option will vest over a 5-year period on the following schedule: the shares vest 20% on the first anniversary of the date of grant; with the remaining 80% vesting at 1.666% per consecutive calendar month thereafter through and including the fifth anniversary of the date of grant.
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(
7)
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The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant. Form 4 for option grant was inadvertently not timely filed, but grant was reported on Form 8-K filed by issuer on February 9, 2015.
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(
8)
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The shares covered by the Option shall vest 20% on the first year anniversary date from the date of grant. Thereafter, the shares covered by the Option shall vest monthly over 4 years with the Option being 100% vested on the fifth anniversary of the date of grant.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Chung Tony
LIQUIDMETAL TECHNOLOGIES, INC.
30452 ESPERANZA
RANCHO SANTA MARGARITA, CA 92688
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Chief Financial Officer
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Signatures
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/s/ Curt P. Creely as Attorney-in-Fact for Tony Chung
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11/30/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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