United States
Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Liquidia Corporation
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
53635D202
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
* 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 the 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. 53635D202 | Schedule 13G | Page 1 of 8 |
| 1 |
Names of Reporting Persons
Xeraya LT Ltd
| |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Cayman Islands
| |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
1,395,388
| |
| 7 |
Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
1,395,388
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,395,388
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
3.2%
|
|
12
|
Type of Reporting Person
CO
|
| CUSIP No. 53635D202 | Schedule 13G | Page 2 of 8 |
| 1 |
Names of Reporting Persons
Pulau Manukan Ventures Labuan Ltd.
| |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Labuan, Malaysia
| |
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
1,395,388
| |
| 7 |
Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
1,395,388
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,395,388
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
3.2%
|
|
12
|
Type of Reporting Person
CO
|
| CUSIP No. 53635D202 | Schedule 13G | Page 3 of 8 |
| 1 |
Names of Reporting Persons
Fares Zahir
| |
| 2 |
Check the Appropriate Box if a Member of a Group |
(a) ¨ (b) ¨
|
| 3 |
SEC Use Only
| |
| 4 |
Citizenship or Place of Organization
Malaysia
| |
|
Number
of Shares |
5 |
Sole Voting Power
0
|
| 6 |
Shared Voting Power
1,395,388
| |
| 7 |
Sole Dispositive Power
0
| |
| 8 |
Shared Dispositive Power
1,395,388
|
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,395,388
|
|
10
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable
|
|
11
|
Percent of Class Represented by Amount in Row 9
3.2%
|
|
12
|
Type of Reporting Person
IN
|
| CUSIP No. 53635D202 | Schedule 13G | Page 4 of 8 |
| ITEM 1. | (a) | Name of Issuer: |
Liquidia Corporation (the “Issuer”)
| (b) | Address of Issuer’s Principal Executive Offices: |
419 Davis Drive, Suite 100
Morrisville, North Carolina 27560
| ITEM 2. | (a) | Name of Person Filing: |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
Xeraya LT Ltd (“Xeraya LT”)
Pulau Manukan Ventures Labuan Ltd. (“PMVL”)
Fares Zahir
| (b) | Address or Principal Business Office: |
The address for each of the Reporting Persons is c/o Xeraya Capital Sdn Bhd, 26.03-26.08, Level 26, G Tower, 199 Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.
| (c) | Citizenship of each Reporting Person is: |
Xeraya LT is organized under the laws of the Cayman Islands, PMVL is organized under the laws of Labuan, Malaysia and Mr. Zahir is a citizen of Malaysia.
| (d) | Title of Class of Securities: |
Common Stock, $0.001 par value (“Common Stock”).
| (e) | CUSIP Number: |
53635D202
ITEM 3.
Not applicable.
| CUSIP No. 53635D202 | Schedule 13G | Page 5 of 8 |
| ITEM 4. | Ownership. |
| (a-c) |
The following sets forth, as of the date of this Schedule 13G, the aggregate number and percentage of shares of Common Stock beneficially owned by the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 43,335,808 shares of Common Stock outstanding as of November 30, 2020.
| Reporting Person | Amount beneficially owned | Percent of class: | Sole power to vote or to direct the vote: | Shared power to vote or to direct the vote: | Sole of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Xeraya LT Ltd | 1,395,388 | 3.2 | % | 0 | 1,395,388 | 0 | 1,395,388 | |||||||||||||||||
| Pulau Manukan Ventures Labuan Ltd. | 1,395,388 | 3.2 | % | 0 | 1,395,388 | 0 | 1,395,388 | |||||||||||||||||
| Fares Zahir | 1,395,388 | 3.2 | % | 0 | 1,395,388 | 0 | 1,395,388 | |||||||||||||||||
Xeraya LT is the record holder of the shares reported herein. PMVL is the holding company of Xeraya LT and Mr. Zahir is a director of Xeraya LT and has investment authority with respect to the securities held by Xeraya LT. As a result, each of PMVL and Mr. Zahir may be deemed to share beneficial ownership of the shares of Common Stock beneficially owned by Xeraya LT.
| ITEM 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not applicable.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. 53635D202 | Schedule 13G | Page 6 of 8 |
| ITEM 9. | Notice of Dissolution of Group. |
Not applicable.
| ITEM 10. | Certification. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 53635D202 | Schedule 13G | Page 7 of 8 |
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.
| Date: February 11, 2021 | ||
| Xeraya LT Ltd | ||
| By: | /s/ Fares Zahir | |
| Name: Fares Zahir | ||
| Title: Authorised Signatory | ||
| Pulau Manukan Ventures Labuan Ltd. | ||
| By: | /s/ Fares Zahir | |
| Name: Fares Zahir | ||
| Title: Authorised Signatory | ||
| /s/ Fares Zahir | ||
| Fares Zahir | ||
| CUSIP No. 53635D202 | Schedule 13G | Page 8 of 8 |
LIST OF EXHIBITS
| Exhibit No. | Description |
| 99 | Joint Filing Agreement (incorporated by reference to the Schedule 13G filed by the Reporting Persons on September 11, 2018). |