0001626457-14-000002.txt : 20141202
0001626457-14-000002.hdr.sgml : 20141202
20141202160916
ACCESSION NUMBER: 0001626457-14-000002
CONFORMED SUBMISSION TYPE: SC 13G
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20141202
DATE AS OF CHANGE: 20141202
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Middlesex Corp
CENTRAL INDEX KEY: 0001626457
IRS NUMBER: 042534615
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-88426
FILM NUMBER: 141260703
BUSINESS ADDRESS:
STREET 1: ONE SPECTACLE POND ROAD
CITY: LITTLETON
STATE: MA
ZIP: 01460
BUSINESS PHONE: 978-742-4400
MAIL ADDRESS:
STREET 1: ONE SPECTACLE POND ROAD
CITY: LITTLETON
STATE: MA
ZIP: 01460
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Middlesex Corp
CENTRAL INDEX KEY: 0001626457
IRS NUMBER: 042534615
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13G
BUSINESS ADDRESS:
STREET 1: ONE SPECTACLE POND ROAD
CITY: LITTLETON
STATE: MA
ZIP: 01460
BUSINESS PHONE: 978-742-4400
MAIL ADDRESS:
STREET 1: ONE SPECTACLE POND ROAD
CITY: LITTLETON
STATE: MA
ZIP: 01460
SC 13G
1
middlesex13Gtxt.txt
13G
OMB APPROVAL
OMB Number: 3235-0145
Estimated average burden hours per response ....11
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
(Title of Class of Securities)
53633A101
(CUSIP Number)
November 4, 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 13d-1(b)
X
Rule 13d-1(c)
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).
Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid
OMB control number.
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)
(b)
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) Not Applicable
11.
Percent of Class Represented by Amount in Row (9): 7.59%(2)
12.
Type of Reporting Person (See Instructions):IN
(1) Includes 3,192,900 shares owned by The Middlesex Corporation, of which
Robert W. Pereira is a majority shareholder; 1,287,951 shares owned directly
by Robert W. Pereira; and 98,300 owned by a Robert W. Pereira IRA
(2) Assumes 60,332,375 shares of common stock outstanding according to
Form 10-Q filed by Issuer on November 11, 2014
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)
(b)
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)
11.
Percent of Class Represented by Amount in Row (9): 7.59%(2)
12.
Type of Reporting Person (See Instructions): CO
(2) Assumes 60,332,375 shares of common stock outstanding according to
Form 10-Q filed by Issuer on November 11, 2014
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 December 1, 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 SectionSection240.113d-1(b)
or 240.13d-2(b)
or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
Investment company registered under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8).
(e)
An investment adviser in accordance with Section204.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with
Section240.13d-19b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with
Section240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
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)
Group, in accordance with Section240.13d-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:4,579,434(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-
Instruction: Dissolution of a group requires a response to this item.
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 [ ]:
Instruction: Dissolution of a group requires a response to this item.
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.
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.
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
EXHIBIT "1"
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G
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 participant in any transaction having that purpose or effect.
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
Date: December 1, 2014
The Middlesex Corporation
By: /s/ Robert N. Jacobson
Its duly authorized Treasurer and CFO
/s/ Robert W. Pereira
Robert W. Pereira
9