0001144204-14-006922.txt : 20140207 0001144204-14-006922.hdr.sgml : 20140207 20140207160534 ACCESSION NUMBER: 0001144204-14-006922 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140207 DATE AS OF CHANGE: 20140207 GROUP MEMBERS: SCHAEFFER HOLDINGS, LLC GROUP MEMBERS: SCHAEFFER, GROUP, LLC GROUP MEMBERS: SHAF HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liquid Holdings Group, Inc. CENTRAL INDEX KEY: 0001562594 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 455070568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87580 FILM NUMBER: 14584383 BUSINESS ADDRESS: STREET 1: 800 THIRD AVE., 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 293-1836 MAIL ADDRESS: STREET 1: 800 THIRD AVE., 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Liquid Holdings Group LLC DATE OF NAME CHANGE: 20121120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCHAEFFER RICHARD CENTRAL INDEX KEY: 0001246052 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O LIQUID HOLDINGS GROUP, INC. STREET 2: 800 THIRD AVE., 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 v367287_sc13g.htm SCHEDULE 13G

 

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.___)*

 

Liquid Holdings Group, Inc.

(Name of Issuer)

 

Common Stock, par value $.0001 per share

(Title of Class of Securities)

 

53633A 101

(CUSIP Number)

 

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

 

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
o Rule 13d-1(c)
x 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).

 

Page 1 of 8
 

 

 

 

CUSIP No. 53633A 101
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Richard Schaeffer

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

United States

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

14,814

 
6.

Shared Voting Power*

2,830,185

 
7.

Sole Dispositive Power

14,814

 
8.

Shared Dispositive Power*

2,830,185

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

2,844,999

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)**

11.62%

 
  12.

Type of Reporting Person (See Instructions)

IN

 

* See Item 4 below.
   

 

 

Page 2 of 8
 

 

 

 

 CUSIP No. 53633A 101
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Schaeffer Holdings, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

Delaware

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

 
6.

Shared Voting Power*

657,965

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

657,965

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

657,965

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)**

2.69%

 
  12.

Type of Reporting Person (See Instructions)

OO

 

* See Item 4 below.

 

 

Page 3 of 8
 

 

 

 

 

 

 

CUSIP No. 53633A 101
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

SHAF Holdings, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

New York

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

 
6.

Shared Voting Power*

1,545,412

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

1,545,412

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

1,545,412

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)**

6.31%

 
  12.

Type of Reporting Person (See Instructions)

OO

           

 

* See Item 4 below.

 

Page 4 of 8
 

 

 

 

 

 

   
CUSIP No. 53633A 101
 
  1.

Names of Reporting Persons

I.R.S. Identification No. of Above Persons (Entities Only)

 

Schaeffer Group, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o
    (b) o
 
  3.

SEC Use Only

 

 
  4.

Citizenship or Place of Organization

Delaware

     

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

 5.

Sole Voting Power

0

 
6.

Shared Voting Power*

626,808

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power*

626,808

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person*

626,808

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)**

2.56%

 
  12.

Type of Reporting Person (See Instructions)

OO

           

 

* See Item 4 below.
   

 

Page 5 of 8
 

 

 

Item 1.
  (a)

Name of Issuer

 

Liquid Holdings Group, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

 

800 Third Avenue

38th Floor

New York, NY 10022

 
Item 2.
  (a)

Name of Person(s) Filing

 

Richard Schaeffer, Schaeffer Holdings, LLC, SHAF Holdings, LLC and Schaeffer Group, LLC

  (b)

Address of Principal Business Office or, if none, Residence

 

c/o Liquid Holdings Group, Inc.

800 Third Avenue

38th Floor

New York, NY 10022

  (c)

Citizenship

 

United States (Richard Schaeffer); Delaware (Shaffer Holdings LLC); New York (SHAF Holdings, LLC); Delaware (Schaeffer Group, LLC)

  (d)

Title of Class of Securities

 

Common Stock, $0.0001 per share

  (e)

CUSIP Number

 

53633A 101

 
Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable  

 

 Item 4. Ownership
 
 Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 (a), (b), and (c)
 

 

 

Reporting

Persons

 

Number of Shares With

Sole Voting and

Dispositive Power*

 

Number of Shares With Shared Voting

and Dispositive Power*

Aggregate

Number of

Shares

Beneficially Owned

 

Percentage

of Class

Beneficially Owned**

Richard Schaeffer 14,814 2,830,185 2,844,999 11.62%
SHAF Holdings, LLC   0 1,545,412 1,545,412 6.31%
Schaeffer Group, LLC   0 626,808 626,808 2.56%
Schaeffer Holdings, LLC 0 657,965 657,965 2.69%

 

*Consists of (a) 1,545,412 common shares held by SHAF Holdings, LLC, a New York limited liability company of which Mr. Schaeffer is the managing member, (b) 657,965 common shares held by Schaeffer Holdings LLC, a Delaware limited liability company of which Mr. Schaeffer is the managing member and (c) 626,808 common shares held by Schaeffer Group, LLC, a Delaware limited liability company of which Mr. Schaeffer is the managing member.
**Based upon information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 filed by the Issuer with the Securities and Exchange Commission on November 14, 2013.

 

Page 6 of 8
 

 

 

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 person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.      

 

Not applicable.

 

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 or Control Person

 

Not applicable.

 

Item 8.Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9.Notice of Dissolution of Group

 

Not applicable.

 

Item 10.Certification

 

Not applicable.

 

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.

 

Dated: February 4, 2014

 

 

Schaeffer Holdings, LLC

     
  By: /s/  Richard Schaeffer   
  Name:   Richard Schaeffer
  Title: Authorized Signatory
   
  SHAF Holdings, LLC
     
  By: /s/  Richard Schaeffer   
  Name:   Richard Schaeffer
  Title: Authorized Signatory
   
  Schaeffer Group, LLC
     
  By: /s/  Richard Schaeffer   
  Name:   Richard Schaeffer
  Title: Authorized Signatory
   
     
  By: /s/  Richard Schaeffer   
  Name:   Richard Schaeffer
     

 

 

Page 8 of 8