SEC Form SC 13G/A filed by Liquidia Corporation (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment No. 3)*
Liquidia Corporation
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
53635D202
(CUSIP Number)
December 31, 2023
(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) |
| x | 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 | 13G | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul B. Manning |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 5,651,0751 |
| 6 |
SHARED VOTING POWER 677,6462 | |
| 7 |
SOLE DISPOSITIVE POWER 5,651,0751 | |
| 8 |
SHARED DISPOSITIVE POWER 677,6462 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,328,7213 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.2%4 |
| 12 |
TYPE OF REPORTING PERSON* IN |
| 1 | Consists of: (i) 279,330 shares of the Issuer’s common stock held by Mr. Manning, (ii) 4,852,464 shares of the Issuer’s common stock held by Paul and Diane Manning, JTWROS, (iii) 435,674 shares of the Issuer’s common stock held by PBM Capital Finance, LLC and (iv) 83,607 shares of common stock issuable upon the exercise of stock options within 60 days of December 31, 2023. |
| 2 | Consists of: (i) 198,413 shares of the Issuer’s common stock held by PD Joint Holdings, LLC Series 2016-A and (ii) 479,233 shares of the Issuer’s common stock held by BKB Growth Investments, LLC. |
| 3 | Consists of: (i) 279,330 shares of the Issuer’s common stock held by Mr. Manning, (ii) 4,852,464 shares of the Issuer’s common stock held by Paul and Diane Manning, JTWROS; (iii) 198,413 shares of the Issuer’s common stock held by PD Joint Holdings, LLC Series 2016-A; (iv) 479,233 shares of the Issuer’s common stock held by BKB Growth Investments, LLC; (v) 435,674 shares of the Issuer's common stock held by PBM Capital Finance, LLC and (vi) 83,607 shares of common stock issuable upon the exercise of stock options within 60 days of December 31, 2023. |
| 4 | This percentage is calculated based upon 68,390,915 outstanding shares of Common Stock of the Issuer as of December 14, 2023, as reported in the Issuer’s Prospectus Supplement dated December 12, 2023 with respect to a public offering of the Issuer’s securities filed with the Securities and Exchange Commission on December 12, 2023. |
| CUSIP No. 53635D202 | 13G | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PD Joint Holdings, LLC, Series 2016-A |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 198,413 |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 198,413 | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 198,413 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.3%5 |
| 12 |
TYPE OF REPORTING PERSON* OO |
| 5 | This percentage is calculated based upon 68,390,915 outstanding shares of Common Stock of the Issuer as of December 14, 2023, as reported in the Issuer’s Prospectus Supplement dated December 12, 2023 with respect to a public offering of the Issuer’s securities filed with the Securities and Exchange Commission on December 12, 2023. |
| CUSIP No. 53635D202 | 13G | Page 4 of 7 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BKB Growth Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (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 479,233 |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 479,233 | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 479,233 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.7%6 |
| 12 |
TYPE OF REPORTING PERSON* OO |
| 6 | This percentage is calculated based upon 68,390,915 outstanding shares of Common Stock of the Issuer as of December 14, 2023, as reported in the Issuer’s Prospectus Supplement dated December 12, 2023 with respect to a public offering of the Issuer’s securities filed with the Securities and Exchange Commission on December 12, 2023. |
| CUSIP No. 53635D202 | 13G | Page 5 of 7 Pages |
Item 1.
| (a) | Name of Issuer |
Liquidia Corporation
| (b) | Address of Issuer’s Principal Executive Offices |
419 Davis Drive, Suite 100
Morrisville, North Carolina 27560
Item 2.
| (a) | Name of Person Filing |
Paul B. Manning
PD Joint Holdings, LLC, Series 2016-A
BKB Growth Investments, LLC
| (b) | Address of Principal Business Office or, if none, Residence |
c/o PBM Capital Group, LLC
200 Garrett Street, Suite S
Charlottesville, VA 22902
| (c) | Citizenship |
Paul B. Manning is a United States Citizen.
PD Joint Holdings, LLC, Series 2016-A is a Delaware limited liability company
BKB Growth Investments, LLC is a Delaware limited liability company.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
53635D202
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | 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 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
| CUSIP No. 53635D202 | 13G | Page 6 of 7 Pages |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: See responses to Item 9 on the attached cover pages. | |||
| (b) | Percent of class: See the responses to Item 11 on the attached cover pages. | |||
| (c) | Number of shares as to which the person has: | |||
| (i) | Sole power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages. | |||
| (ii) | Shared power to vote or to direct the vote – See the responses to Item 6 on the attached cover pages. | |||
| (iii) | Sole power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages. | |||
| (iv) | Shared power to dispose or to direct the disposition of – See the responses to Item 8 on the attached cover pages. | |||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class |
If this 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 Five 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 |
Not Applicable.
| CUSIP No. 53635D202 | 13G | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2024 | ||
| /s/ Paul B. Manning | ||
| Paul B. Manning | ||
| PD Joint Holdings, LLC, Series 2016-A | ||
| By Tiger Lily Capital, LLC, its manager | ||
| By: | /s/ Paul B. Manning | |
| Name: | Paul B. Manning | |
| Title: | Manager | |
| By: | /s/ Bradford Manning | |
| Name: | Bradford Manning | |
| Title: | Manager | |
| BKB Growth Investments, LLC | ||
| By Tiger Lily Capital, LLC, its manager | ||
| By: | /s/ Paul B. Manning | |
| Name: | Paul B. Manning | |
| Title: | Manager | |
| By: | /s/ Bradford Manning | |
| Name: | Bradford Manning | |
| Title: | Manager | |