Sec Form 4 Filing - Morningside Venture Investments Ltd @ Liquidia Technologies Inc - 2018-07-30

Insider filing report for Changes in Beneficial Ownership
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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
Morningside Venture Investments Ltd
2. Issuer Name and Ticker or Trading Symbol
Liquidia Technologies Inc [ LQDA]
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)
2ND FLOOR, LE PRINCE DE GALLES, 3-5 AVENUE DES CITRONNIERS
3. Date of Earliest Transaction (MM/DD/YY)
07/30/2018
(Street)
MC, O998000
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 07/30/2018 C 442,819 A 442,819 D ( 4 )
Common Stock 07/30/2018 C 109,909 A 552,728 D ( 4 )
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
Series C Preferred Stock ( 1 ) 07/30/2018 C 3,420,516 ( 1 ) ( 1 ) Common Stock 442,819 $ 0 0 D ( 4 )
Series D Preferred Stock ( 2 ) 07/30/2018 C 1,849,490 ( 2 ) ( 2 ) Common Stock 109,909 $ 0 0 D ( 4 )
Warrant to purchase Series D Preferred Stock $ 0.01 07/30/2018 J( 3 ) 319,664 01/09/2017 12/31/2026 Series D Preferred Stock 319,664 ( 3 ) 0 D ( 4 )
Warrant to purchase Common Stock $ 0.01 07/30/2018 J( 3 ) 18,996 01/09/2017 12/31/2026 Common Stock 18,996 ( 3 ) 18,996 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Morningside Venture Investments Ltd
2ND FLOOR, LE PRINCE DE GALLES
3-5 AVENUE DES CITRONNIERS
MC, O998000
X
Signatures
/s/ Jill Marie Franklin, Director 08/01/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series C preferred stock had no expiration date and automatically converted into the Issuer's common stock on approximately a 0.1295-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
( 2 )The Series D preferred stock had no expiration date and automatically converted into the Issuer's common stock on approximately a 0.0594-for-1 basis immediately prior to the closing of the Issuer's initial public offering.
( 3 )Immediately prior to the closing of the Issuer's initial public offering and without payment of further consideration, the Warrants to purchase Series D Preferred Stock automatically became exercisable to purchase the Issuer's common stock. The transaction is listed solely for the purpose of reporting the change of the title and amount of securities underlying the warrant.
( 4 )Louise Mary Garbarino, Jill Marie Franklin, Peter Stuart Allenby Edwards and Raymond Long Sing Tang, the directors of Morningside Venture Investments, Ltd. ("MVIL"), share voting and dispositive control over the shares held by MVIL.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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