Chief Business Officer Adair Jason converted options into 5,468 shares and sold $738,956 worth of shares (26,508 units at $27.88), decreasing direct ownership by 10% to 172,980 units (SEC Form 4)
$LQDA
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [ LQDA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 07/11/2025 | M | 3,906(1) | A | (2) | 197,086(3) | D | |||
| Common Stock | 08/28/2025 | S(4) | 26,057 | D | $27.8564(6) | 171,029(3) | D | |||
| Common Stock | 08/29/2025 | M | 1,562(7) | A | (2) | 173,431(3) | D | |||
| Common Stock | 09/02/2025 | S(5) | 451(8) | D | $29.05 | 172,980(3) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
| Restricted Stock Unit | (1) | 07/11/2025 | M | 3,906 | (1) | (1) | Common Stock | 3,906 | $0 | 23,438 | D | ||||
| Restricted Stock Unit | (1) | 08/29/2025 | M | 1,562 | (1) | (1) | Common Stock | 1,562 | $0 | 3,125 | D | ||||
| Explanation of Responses: |
| 1. On January 11, 2023, the Reporting Person was granted 62,500 restricted stock units ("RSUs") with 25% of the RSUs vesting on January 11, 2024 and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 39,063 have vested as of the date of this Form 4. |
| 2. RSUs convert into common stock on a one-for-one basis. |
| 3. Includes (i) 14,062 unvested restricted stock units ("RSUs") of the 25,000 RSUs granted to the Reporting Person on July 6, 2023, (ii) 24,742 unvested RSUs of the 39,588 RSUs granted to the Reporting Person on January 11, 2024, (iii) 61,895 RSUs granted to the Reporting Person on January 11, 2025, none of which have vested as of the date of this Form 4 and (iv) 10,746 shares acquired under the Liquidia Corporation 2020 Employee Stock Purchase Plan. Prior to this filing, the Reporting Person had (i) 200,116 and 197,540 securities beneficially owned, not the previously erroneously disclosed number of 196,210 and 193,634, respectively, as disclosed in the Reporting Person's Form 4 filed on July 15,2025 in Table I, Column 5 and (ii) 197,086 securities beneficially owned, not the previously erroneously disclosed number of 193,180 as disclosed in the Reporting Person's Form 4 filed on July 30,2025 in Table I, Column 5. |
| 4. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on May 29, 2025. |
| 5. Transaction effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person on June 13, 2022. |
| 6. Price is the volume weighted average price of all transactions made by the Reporting Person on the transaction date for prices ranging from $27.23 to $28.54. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 7. On January 16, 2022, the Reporting Person was granted 25,000 RSUs with 25% vesting on February 28, 2023 and the remaining RSUs vesting ratably on a quarterly basis over three years thereafter. Of those RSUs, a total of 21,875 have vested as of the date of this Form 4. |
| 8. These shares of common stock were sold to cover taxes associated with the settlement of RSUs that were initially granted to the Reporting Person on January 16, 2022. |
| /s/ Jason Adair | 09/02/2025 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||