SEC FORM 4/A

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^*

Nemelka David Nephi Jr.

(Last)

(First)

(Middle)

2662 STONEBURY LOOP RD.

(Street)

SPRINGVILLE

84663

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LIQTECH INTERNATIONAL INC [ LIQT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/25/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
06/26/2012

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, $0.001 Par	06/25/2012		S		2,010,800⁽¹⁾	D	$1.75⁽¹⁾	935,617	D
Common Stock, $0.001 Par								78,000	I	By McKinley Capital, Inc.⁽²⁾
Common Stock, $0.001 Par								40,500	I	By McKinley Enterprises Inc. Profit Sharing Plan⁽³⁾
Common Stock, $0.001 Par								391,500	I	By McKinley Capital Inc. Roth 401(k) Plan⁽⁴⁾
Common Stock, $0.001 Par								75,000	I	By Tradeco Corp.⁽⁵⁾

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)
Common Stock Purchase Warrant⁽⁶⁾	$1.5	06/25/2012		S			175,000	08/24/2011	12/31/2016	Common Stock, $0.001 Par	175,000	$0.25	960,000	D

Explanation of Responses:

1. The transaction involved the sale of 1,885,800 shares at a price of $1.75 per share and the transfer of 125,000 shares to a broker-dealer as payment of transaction fees.

2. These securities are owned by McKinley Capital, Inc., a Utah corporation controlled by the reporting person.

3. These securities are owned by the Profit Sharing Plan of McKinley Enterprises Inc., a Utah corporation controlled by the reporting person.

4. These securites are owned by the Roth 401(k) Plan of McKinley Capital, Inc., a Utah corporation controlled by the reporting person.

5. These securities are held by Tradeco Corp., a Utah corporation controlled by the reporting person.

6. The transaction involved the sale of 175,000 warrants, each entitling the holder to purchase one share of Issuer's common stock at an exercise price of $1.50 per share, at a sales price of $0.25 per warrant.

Remarks:

The original Form 4 filed on June 26, 2012 is amended to check the box indicating that following the reported transactions the reporting person was no longer a 10% owner and was no longer subject to Section 16.

	/s/ David N. Nemelka	09/25/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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