0001144204-15-002062.txt : 20150113 0001144204-15-002062.hdr.sgml : 20150113 20150113170415 ACCESSION NUMBER: 0001144204-15-002062 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150113 DATE AS OF CHANGE: 20150113 GROUP MEMBERS: CMK KELLER HOLDINGS, LLC GROUP MEMBERS: FERRIS VENTURES, 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87580 FILM NUMBER: 15525368 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: Keller Robert CENTRAL INDEX KEY: 0001581150 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: 2041 E. BETHANY HOME ROAD CITY: PHOENIX STATE: AZ ZIP: 85016 SC 13G/A 1 v398616_sc13ga.htm SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1 – Exit Filing)*

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, 2014

(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 13d1(b)

Rule 13d1(c)

Rule 13d1(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. 53633A 101

	1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Robert Keller

	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 0

			6.	Shared Voting Power* 973,946

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power* 973,946

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person* 973,946

	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)** 1.61%

	12.	Type of Reporting Person (See Instructions) IN

*	See Item 4 below.

Page 2 of 7

CUSIP No. 53633A 101

	1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) Ferris Ventures, 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 Arizona

Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power 0

			6.	Shared Voting Power* 165,000

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power* 165,000

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person* 165,000

	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)** 0.27%

	12.	Type of Reporting Person (See Instructions) OO

*	See Item 4 below.

Page 3 of 7

CUSIP No. 53633A 101

	1.	Names of Reporting Persons I.R.S. Identification No. of Above Persons (Entities Only) CMK Keller 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* 808,946

			7.	Sole Dispositive Power 0

			8.	Shared Dispositive Power* 808,946

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person* 808,946

	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)** 1.34%

	12.	Type of Reporting Person (See Instructions) OO

*	See Item 4 below.

Page 4 of 7

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 Robert Keller, Ferris Ventures, LLC and CMK Keller Holdings, LLC
	(b)	Address of Principal Business Office or, if none, Residence 2041 E. Bethany Home Road Phoenix, AZ 85016
	(c)	Citizenship United States (Robert Keller); Arizona (Ferris Ventures, LLC); Delaware (CMK Keller Holdings, 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 §§240.13d1(b) or 240.13d2(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**
Robert Keller		0		973,946		973,946		1.61	%
Ferris Ventures, LLC		0		165,000		165,000		0.27	%
CMK Keller Holdings, LLC		0		808,946		808,946		1.34	%

Page 5 of 7

Consists of (a) 808,946 shares of common stock held by CMK Keller Holdings, LLC, a Delaware limited liability company of which Mr. Keller is the sole member and (b) 165,000 shares of common stock held by Ferris Ventures, LLC, an Arizona limited liability company of which Mr. Keller is the managing member.

Based upon information contained in the Issuer’s Quarterly Report on Form 10Q for the quarter ended September 30, 2014 filed by the Issuer with the Securities and Exchange Commission on November 14, 2014.

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 x.

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 6 of 7

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: January 13, 2015

	Ferris Ventures, LLC

	By:	/s/ Robert Keller
	Name:	Robert Keller
	Title:	Authorized Signatory

	CMK Keller Holdings, LLC

	By:	/s/ Robert Keller
	Name:	Robert Keller
	Title:	Authorized Signatory

	By:	/s/ Robert Keller
	Name:	Robert Keller

Page 7 of 7