Sec Form 4 Filing - Nemelka David Nephi Jr. @ LIQTECH INTERNATIONAL INC - 2012-06-25

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 Nemelka David Nephi Jr. 2. Issuer Name and Ticker or Trading Symbol LIQTECH INTERNATIONAL INC [ LIQT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2662 STONEBURY LOOP RD. 3. Date of Earliest Transaction (MM/DD/YY) 06/25/2012 (Street) SPRINGVILLE, UT84663 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 06/25/2012 S 2,010,800 ( 1 ) D $ 1.75 ( 1 ) 935,617 D Common Stock, $0.001 Par 78,000 I By McKinley Capital, Inc. ( 2 ) Common Stock, $0.001 Par 40,500 I By McKinley Enterprises Inc. Profit Sharing Plan ( 3 ) Common Stock, $0.001 Par 391,500 I By McKinley Capital Inc. Roth 401(k) Plan ( 4 ) Common Stock, $0.001 Par 75,000 I By Tradeco Corp. ( 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 Common Stock Purchase Warrant ( 6 ) $ 1.5 06/25/2012 S 175,000 08/24/2011 12/31/2016 Common Stock, $0.001 Par 175,000 $ 0.25 960,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Nemelka David Nephi Jr. 2662 STONEBURY LOOP RD. SPRINGVILLE, UT84663 X Signatures /s/ David N. Nemelka 06/26/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction involved the sale of 1,885,800 shares at a price of $1.75 per share and the transfer of 125,000 shares to a broker-dealer as payment of transaction fees. ( 2 )These securities are owned by McKinley Capital, Inc., a Utah corporation controlled by the reporting person. ( 3 )These securities are owned by the Profit Sharing Plan of McKinley Enterprises, Inc., a Utah corporation controlled by the reporting person. ( 4 )These securities are owned by the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation controlled by the reporting person. ( 5 )These securities are held by Tradeco, Corp., a Utah corporation controlled by the reporting person. ( 6 )The transaction involved the sale of 175,000 warrants, each entitling the holder to purchase one share of the Issuer's common stock at an exercise price of $1.50 per share, at a sales price of $0.25 per warrant.

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).

** 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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