SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

LLC Carlyle Liquid Holdings

(Last)

(First)

(Middle)

2 GANNETT DRIVE SUITE 201

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC [ LQMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/29/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/29/2011		M⁽¹⁾		3,400,845	A	$0.1	3,400,845	D
Common Stock	04/29/2011		J⁽²⁾		3,400,845	D	$0.1	0	D
Common Stock	04/29/2011		M⁽³⁾		2,747,762	A	$0.22	2,747,762	D
Common Stock	04/29/2011		J⁽²⁾		2,746,988	D	$0.22	774	D

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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Stock	$0.1	04/29/2011		J⁽⁵⁾			86,785	⁽⁴⁾	⁽⁴⁾	Common Stock	4,339,250	$5	391,829	D
Series A-2 Preferred Stock	$0.22	04/29/2011		J⁽⁵⁾			154,261	⁽⁴⁾	⁽⁴⁾	Common Stock	3,505,931	$5	696,469	D
Warrant (right to buy)	$0.49	04/29/2011		J⁽⁶⁾			4,002,341	05/01/2009	07/31/2015	Common Stock	4,002,341	$0.5	18,071,878	D

Explanation of Responses:

1. Acquisition of Common Stock pursuant to conversion of Series A-1 Preferred Stock.

2. Shares of the issuer's Common Stock were distribution to a member of Carlyle Liquid Holdings, LLC in a pro-rata distribution according to its respective ownership percentage.

3. Acquisition of Common Stock pursuant to conversion of Series A-2 Preferred Stock.

4. Each share of the Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Amended Certificate of Designations, Preferences and Rights for Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

5. Shares of Series A Preferred Stock were converted and/or transferred to the members of Carlyle Liquid Holdings, LLC in a pro-rata distribution.

6. Warrants were transferred to the members of Carlyle Liquid Holdings, LLC in a pro-rata distribution.

Remarks:

	Ricardo Salas	06/10/2011
	John Kang	06/10/2011
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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