SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* SCHAEFFER RICHARD (Last) (First) (Middle) C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 07/25/2013	3. Issuer Name and Ticker or Trading Symbol Liquid Holdings Group, Inc. [ LIQD ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	0	D(1)
Common Stock	657,965	I	By Schaeffer Holdings LLC(2)
Common Stock	626,808	I	By Schaeffer Group, LLC(3)
Common Stock	1,545,412	I	By SHAF Holdings LLC(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SCHAEFFER RICHARD (Last) (First) (Middle) C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Schaeffer Holdings, LLC (Last) (First) (Middle) C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Schaeffer Group, LLC (Last) (First) (Middle) C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SHAF Holdings LLC (Last) (First) (Middle) C/O LIQUID HOLDINGS GROUP, INC. 800 THIRD AVENUE, 39TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by Richard Schaeffer.

2. These shares are owned directly by Schaeffer Holdings LLC and indirectly by Richard Schaeffer as the sole member of Schaeffer Holdings LLC. Richard Schaeffer is a director and 10% owner of the issuer.

3. These shares are owned directly by Schaeffer Group, LLC and indirectly by Richard Schaeffer as the sole member of Schaeffer Group, LLC. Richard Schaeffer is a director and 10% owner of the issuer.

4. These shares are owned directly by SHAF Holdings LLC and indirectly by Richard Schaeffer as the managing member of SHAF Holdings LLC. Richard Schaeffer disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose. Richard Schaeffer is a director and 10% owner of the issuer.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jose Ibietatorremendia, attorney in fact	07/25/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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