Sec Form 5 Filing - CHO CK @ LIQUIDMETAL TECHNOLOGIES INC - 2008-12-31

FORM 5 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 CHO CK 2. Issuer Name and Ticker or Trading Symbol LIQUIDMETAL TECHNOLOGIES INC [ LQMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 30452 ESPERANZA 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2008 (Street) RANCHO SANTA MARGARITA92688 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

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 Options to purchase common stock $ 0.7 01/01/2008 A 10,000 ( 1 ) 01/01/2018 Common Stock 10,000 $ 0.7 1,051,878 D Convertible Subordinated Note $ 1.1 04/01/2008 J( 2 ) 10,580 ( 2 ) ( 4 ) 04/01/2008 01/03/2010( 3 ) Common Stock 10,580 ( 2 ) ( 4 ) $ 11,637.96 ( 2 ) 1,062,458 D Convertible Subordinated Note $ 1.1 07/01/2008 J( 5 ) 10,844 ( 5 ) ( 4 ) 07/01/2008 01/03/2010( 3 ) Common Stock 10,844 ( 5 ) ( 4 ) $ 11,928.12 ( 5 ) 1,073,302 D Convertible Subordinated Note $ 1.1 10/01/2008 J( 6 ) 11,237 ( 6 ) ( 4 ) 10/01/2008 01/03/2010( 3 ) Common Stock 11,237 ( 6 ) ( 4 ) $ 12,359.84 ( 6 ) 1,084,539 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CHO CK 30452 ESPERANZA RANCHO SANTA MARGARITA92688 X Signatures /s/ CK Cho 05/27/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Options were granted pursuant to the 2002 Non-employee Director Stock Option Plan and vest in five equal annual installments of 20% beginning one year from the date of the original grant. ( 2 )On April 1, 2008, the Issuer elected to issue to Mr. Cho a 8% convertible subordinated note (the "Interest Note") as payment for interest due and payable to Mr. Cho on the $466,797 of 8% convertible subordinated notes (the "Convertible Subordinated Note") issued through October 1, 2007. The Convertible Subordinated Note and Interest Note are convertible at any time at Mr. Cho's option into shares of common stock of the Issuer at $1.10 per share and mature on January 3, 2010. ( 3 )The maturity date of the Note. ( 4 )Assumes full conversion. ( 5 )On July 1, 2008, the Issuer elected to issue to Mr. Cho a 8% convertible subordinated note (the "Interest Note") as payment for interest due and payable to Mr. Cho on the $478,435 of 8% convertible subordinated notes (the "Convertible Subordinated Note") issued through April 1, 2008. The Convertible Subordinated Note and Interest Note are convertible at any time at Mr. Cho's option into shares of common stock of the Issuer at $1.10 per share and mature on January 3, 2010. ( 6 )On October 1, 2008, the Issuer elected to issue to Mr. Cho a 8% convertible subordinated note (the "Interest Note") as payment for interest due and payable to Mr. Cho on the $490,363 of 8% convertible subordinated notes (the "Convertible Subordinated Note") issued through July 1, 2008. The Convertible Subordinated Note and Interest Note are convertible at any time at Mr. Cho's option into shares of common stock of the Issuer at $1.10 per share and mature on January 3, 2010.

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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