Ownership Submission
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FORM 4
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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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Caligan Partners LP
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2. Issuer Name and Ticker or Trading Symbol
Liquidia Corp [LQDA]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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/ See Remarks
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(Last)
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(First)
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(Middle)
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780 THIRD AVENUE , 30TH FLOOR
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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NEW YORK
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NY
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10017
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Caligan Partners LP
780 THIRD AVENUE
30TH FLOOR
NEW YORK, NY10017
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X
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X
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See Remarks
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JOHNSON DAVID EDWARD
780 THIRD AVENUE
30TH FLOOR
NEW YORK, NY10017
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X
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X
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Signatures
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Caligan Partners LP, By: /s/ David Johnson, Managing Partner
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2024-09-04
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**Signature of Reporting Person
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Date
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/s/ David Edward Johnson
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2024-09-04
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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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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(1)
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This transaction represents a pro-rata in-kind distribution by a Caligan Fund (as defined below) to limited partners for no consideration effected as of the close of trading on August 30, 2024. The shares of Common Stock were not disposed of in a sale transaction.
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(2)
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Effective as of the close of trading on August 30, 2024, a consulting arrangement with a managed account to which Caligan (as defined below) served as a consultant (the "Consulting Arrangement") was terminated pursuant to its terms, and accordingly, 845,000 shares of Common Stock which were previously reported by the Reporting Persons (as defined below) that were subject to the Consulting Arrangement are no longer reported herein. The ommon Stock were not disposed of in a sale transaction. 75,000 shares of Common Stock that were previously subject to the Consulting Arrangement were received by Caligan pursuant to amounts due under the terms of the Consulting Arrangement and continue to be reported herein.
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(3)
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Securities held by certain funds (the "Caligan Funds") and managed accounts (the "Caligan Accounts", and together with the Caligan Funds, the "Caligan Funds and Accounts") to which Caligan serves as investment manager and related entities. David Johnson ("Mr. Johnson", and together with Caligan, the "Reporting Persons") is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.
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(4)
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Represents a transaction between the Caligan Funds.
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(5)
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Mr. Johnson is deemed to hold the securities reported herein for the benefit of the Caligan Funds and Accounts, and may, after vesting, if applicable, transfer the securities directly to the Caligan Funds and Accounts.
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