Sec Form 4 Filing - SCHAEFFER RICHARD @ Liquid Holdings Group, Inc. - 2014-01-29

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 SCHAEFFER RICHARD 2. Issuer Name and Ticker or Trading Symbol Liquid Holdings Group, Inc. [ LIQD] 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) C/O LIQUID HOLDINGS GROUP, INC., 800 THIRD AVE., 38TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2014 (Street) NEW YORK, NYUS 10022 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 ( 1 ) ( 2 ) I By SHAF Holdings LLC Common Stock 1,253,660 ( 1 ) ( 2 ) D Common Stock 01/29/2014 S 361,880 D $ 5.5 296,085 ( 2 ) I By Schaeffer Holdings, LLC Common Stock 626,808 ( 2 ) I By Schaeffer Group, LLC

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 SCHAEFFER RICHARD C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVE., 38TH FLOOR NEW YORK, NYUS 10022 X Schaeffer Holdings, LLC C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVE., 38TH FLOOR NEW YORK, NYUS 10022 X Schaeffer Group, LLC C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVE., 38TH FLOOR NEW YORK, NYUS 10022 X SHAF Holdings LLC C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVE., 38TH FLOOR NEW YORK, NYUS 10022 X Signatures /s/ Jose Ibietatorremendia, attorney in fact for Richard Schaeffer 01/31/2014 Signature of Reporting Person Date /s/ Jose Ibietatorremendia, attorney in fact for Schaeffer Holdings, LLC 01/31/2014 Signature of Reporting Person Date /s/ Jose Ibietatorremendia, attorney in fact for Schaeffer Group, LLC 01/31/2014 Signature of Reporting Person Date /s/ Jose Ibietatorremendia, attorney in fact for SHAF Holdings LLC 01/31/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 23, 2014, SHAF Holdings LLC distributed all of the Common Stock that it held to its members, including its managing member Mr. Schaeffer, on a pro rata basis and without the payment of any additional consideration. ( 2 )As a result of the sale by Schaeffer Holdings, LLC, Mr. Schaeffer is no longer a 10% owner of the Issuer. Furthermore, he is not currently a member of the Issuer's board of directors. As such, Mr. Schaeffer has ceased to be a Sec. 16 reporting person. Each of SHAF Holdings LLC, Schaeffer Holdings, LLC and Schaeffer Group, LLC has also ceased to be a Sec. 16 reporting person, as they were reporting persons solely due to Mr. Schaeffer's status as such.

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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