Filing Details

Accession Number:
0001104659-16-105816
Form Type:
13D Filing
Publication Date:
2016-03-17 15:07:46
Filed By:
Visser Barney D
Company:
Liquidmetal Technologies Inc (OTCMKTS:LQMT)
Filing Date:
2016-03-17
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Barney D. Visser 0 22,252,746 0 22,252,746 22,252,746 4.5%
Furniture Row 0 22,252,746 0 22,252,746 22,252,746 4.5%
Visser Precision Cast 0 22,252,746 0 22,252,746 22,252,746 4.5%
Filing

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D/A

 

 

Information to be Included in Statements Filed Pursuant to
Rule 13d-11(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a)

 

Securities Exchange Act of 1934
(Amendment No. 7)

 

LIQUIDMETAL TECHNOLOGIES, INC.

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

53634X100

(CUSIP Number)

 

David C. Roos, Esq.

Moye White LLP

1400 Sixteenth Street, 6th Floor

Denver, CO 80202

(303) 292-2900

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 7, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 

CUSIP No.   53634X100

13D

 

 

 

1.

Names of Reporting Persons.
Barney D. Visser

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
22,252,746

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
22,252,746

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,252,746

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.5%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No.   53634X100

13D

 

 

 

1.

Names of Reporting Persons.
Furniture Row, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
22,252,746

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
22,252,746

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,252,746

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.5%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

3


 

CUSIP No.   53634X100

13D

 

 

 

1.

Names of Reporting Persons.
Visser Precision Cast, LLC

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
USA

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
-0-

 

8.

Shared Voting Power
22,252,746

 

9.

Sole Dispositive Power
-0-

 

10.

Shared Dispositive Power
22,252,746

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
22,252,746

 

 

12.

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
4.5%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

4


 

CUSIP No:   53634X100

13D

 

 

Item 1.      Security and Issuer

 

This Amendment No. 7 amends the Schedule 13D originally filed by the Reporting Persons on August 25, 2010, as previously amended on June 7, 2012, June 29, 2012, February 27, 2015, October 7, 2015, October 28, 2015 and January 25, 2016 with respect to the Common Stock, $0.001 par value per share (the Common Stock), of LiquidMetal Technologies, Inc. (the Issuer).

 

For purposes of the original 13D and Amendments 1, 2 and 3 thereto, the Reporting Persons were Norden, LLC (Norden), Visser Precision Cast, LLC (VPC), Furniture Row, LLC (Furniture Row) and Barney D. Visser.  Norden no longer owns any shares of Common Stock, and it is not acting together with the Reporting Persons to acquire, hold, vote or dispose of Common Stock.  As a result, Norden is no longer a Reporting Person for purposes of this Schedule 13D.

 

Except as set forth herein, disclosure in Amendment No. 6 to this Schedule 13D is unchanged.

 

Item 2.      Identity and Background

 

No material change.

 

Item 3.      Source and Amount of Funds or Other Consideration

 

No material change.

 

Item 4.      Purpose of Transaction

 

No material change.

 

Item 5.      Interest in Securities of the Issuer

 

Item 5 is hereby amended to provide as follows:

 

Since the filing of Amendment No. 6 to this Schedule 13D, VPC sold shares of Common Stock in the transactions listed below.  No other transactions in the Common Stock have been effected by the Reporting Persons during that time.

 

Date

 

Number of Shares

 

Weighted
Average Price
Per Share

 

Price Range Per
Share

 

1/25/2016

 

243,168

 

0.09

 

.090-.090

 

2/2/2016

 

2,000,000

 

0.0807

 

.080-.086

 

2/3/2016

 

276,947

 

0.08

 

.080-.080

 

2/4/2016

 

668,928

 

0.08

 

.080-.080

 

2/5/2016

 

158,700

 

0.0803

 

.081-.083

 

2/23/2016

 

42,942

 

0.08

 

.080-.080

 

2/26/2016

 

500,000

 

0.08

 

.080-.080

 

3/1/2016

 

184,495

 

0.08

 

.080-.080

 

3/2/2016

 

248,600

 

0.08

 

.080-.080

 

3/7/2016

 

213,059

 

0.0803

 

.080-.083

 

3/9/2016

 

395,050

 

0.08

 

.080-.080

 

3/10/2016

 

500,000

 

0.08

 

.080-.080

 

3/11/2016

 

500,000

 

0.08

 

.080-.080

 

 

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer or the Staff of the SEC, upon request, information regarding the number shares sold at each price within the ranges set forth above.

 

5


 

CUSIP No:   53634X100

13D

 

 

After giving effect to such sales, the Reporting Persons beneficial ownership of Common Stock is as follows:

 

VPC is the direct owner of 3,392,301 shares of Common Stock and the direct owner of a Warrant that, after giving effect to anti-dilution adjustments made through June 30, 2015, may be exercised to purchase 18,860,445 shares of Common Stock (the Warrant Shares).  The 3,392,301 shares of Common Stock and the 18,860,445 Warrant Shares represent direct beneficial ownership of approximately 4.5% of the outstanding shares of Common Stock; and

 

Mr. Visser and Furniture Row control VPC.  As a result, Mr. Visser and Furniture Row may be deemed to be the indirect beneficial owners of the 3,392,301 shares of Common Stock that are owned by VPC and the 18,860,445 Warrant Shares that are beneficially owned by VPC.  As a result, Mr. Visser and Furniture Row may be deemed to be the indirect beneficial owners of approximately 4.5% of the outstanding shares of Common Stock.

 

The ownership percentages above are based on the Issuer having a total of 496,009,930 shares of outstanding Common Stock, as disclosed in the Issuers Form 10-K dated March 7, 2016.

 

Item 6.          Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

No material change.

 

Item 7.          Material to be Filed as Exhibits

 

The Reporting Persons Joint Filing Agreement is attached hereto as Exhibit A.

 

6


 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: March 17, 2016

 

BARNEY D. VISSER

 

 

 

 

 

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Power of Attorney

 

 

 

 

 

 

 

 

FURNITURE ROW, LLC

 

 

 

 

 

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Vice President

 

 

 

 

 

 

 

 

VISSER PRECISION CAST, LLC

 

 

 

 

 

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Vice President

 

7


 

EXHIBIT A

JOINT FILING AGREEMENT

 

The undersigned agree that this Amendment No. 7 to Schedule 13D relating to the Common Stock of Liquidmetal Technologies, Inc. shall be filed on behalf of the undersigned.

 

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of March 17, 2016.

 

 

 

BARNEY D. VISSER

 

 

 

 

 

 

 

By:

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Attorney-in-Fact

 

 

Pursuant to Power of Attorney

 

 

 

 

 

 

 

 

FURNITURE ROW, LLC

 

 

 

 

 

 

 

By:

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Vice President

 

 

 

 

 

 

 

 

VISSER PRECISION CAST, LLC

 

 

 

 

 

 

 

By:

/s/ Gregory A. Ruegsegger

 

 

Gregory A. Ruegsegger, Vice President

 

8