UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No.: 53633A101

1.

Names of Reporting Persons.
Robert W. Pereira
I.R.S. Identification Nos. of above persons (entities only)

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 Citizen

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power:
4,579,151(1)

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power:
4,579,151(1)

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,579,151

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
Not Applicable

11.

Percent of Class Represented by Amount in Row (9):
7.59%(2)

12.

Type of Reporting Person (See Instructions):
IN

1.

Names of Reporting Persons
The Middlesex Corporation
I.R.S. Identification Nos. of above persons (entities only).

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
a Massachusetts corporation

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power:
3,192,900

6.

Shared Voting Power
-0-

7.

Sole Dispositive Power:
3,192,900

8.

Shared Dispositive Power
-0-

9.

Aggregate Amount Beneficially Owned by Each Reporting Person:
4,579,151

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):
7.59%(2)

12.

Type of Reporting Person (See Instructions):
CO

Item 1.

(a)

Name of Issuer
LIQUID HOLDINGS GROUP, INC. (the “Company”)

(b)

Address of Issuer’s Principal Executive Offices.
800 Third Avenue, 38th Floor
New York, NY 10022

Item 2.

(a)

Name of Person Filing

This Schedule 13G is being filed jointly by each of The Middlesex Corporation (“Middlesex”) and Robert W. Pereira (“Pereira”) (collectively the “Reporting Persons”).  Middlesex is the direct owner of securities described as owned by Middlesex.  Pereira is a majority shareholder of Middlesex, and as such he may be deemed to beneficially own securities owned by Middlesex.

The Reporting Persons have entered into a Joint Filing Agreement, dated November 25, 2014, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-(k)(1) under the Act.

Neither the filing of this statement nor anything herein shall be considered as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

(b)

Address of Principal Business Office or, if none, Residence
One Spectacle Pond Road, Littleton, MA 01460

(c)

Citizenship
The Middlesex Corporation is organized under the laws of the Commonwealth of Massachusetts. Pereira is a citizen of the United States of America.

(d)

Title of Class of Securities
Common Stock

(e)

CUSIP Number:
53633A101

Item 3.

If this statement is filed pursuant to §§240.113d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §204.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-19b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

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.

The Middlesex Corporation

(a)

Amount beneficially owned:   

3,192,900

(b)

Percent of class:   

5.29%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote:

3,192,900

(ii)

Shared power to vote or to direct the vote 

-0-

(iii)

Sole power to dispose or to direct the disposition of: 

3,192,900

(iv)

Shared power to dispose or to direct the disposition of 

-0-

B.

Robert W. Pereira

(a)

Amount beneficially owned:   

4,579,151

(b)

Percent of class:   

7.59%

(c)

Number of shares to which the person has:

(i)

Sole power to vote or to direct the vote:

4,579,151(1)

(ii)

Shared power to vote or to direct the vote

-0-

(iii)

Sole power to dispose or to direct the disposition of: 

4,579,151 (1)

(iv)

Shared power to dispose or to direct the disposition of 

-0-

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 each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o:

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.

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

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Date:

December 1, 2014

The Middlesex Corporation 

By:

/s/ Robert N. Jacobson

Its duly authorized Treasurer and CFO

Name/Title:

Robert N. Jacobson, as Treasurer and CFO of
The Middlesex Corporation

Date:

December 1, 2014

By:

/s/Robert W. Pereira

Name/Title:

Robert W. Pereira

The Middlesex Corporation

By:

/s/ Robert N. Jacobson

/s/ Robert W. Pereira

Its duly authorized Treasurer and CFO

Robert W. Pereira