0000908834-25-000212.txt : 20250711 0000908834-25-000212.hdr.sgml : 20250711 20250711183249 ACCESSION NUMBER: 0000908834-25-000212 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250711 DATE AS OF CHANGE: 20250711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Liquidia Corp CENTRAL INDEX KEY: 0001819576 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences EIN: 851710962 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91991 FILM NUMBER: 251119875 BUSINESS ADDRESS: STREET 1: 419 DAVIS DRIVE, SUITE 100 CITY: MORRISVILLE STATE: NC ZIP: 27560 BUSINESS PHONE: 919.328.4400 MAIL ADDRESS: STREET 1: 419 DAVIS DRIVE, SUITE 100 CITY: MORRISVILLE STATE: NC ZIP: 27560 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Farallon Capital Partners, L.P. CENTRAL INDEX KEY: 0001175707 ORGANIZATION NAME: EIN: 943106322 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: C/O FARALLON PARTNERS, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 421-2132 MAIL ADDRESS: STREET 1: C/O FARALLON PARTNERS, L.L.C. STREET 2: ONE MARITIME PLAZA, SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL PARTNERS LP DATE OF NAME CHANGE: 20020617 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001175707 XXXXXXXX LIVE Common Stock, par value $0.001 per share (the "Shares") 07/07/2025 0001819576 Liquidia Corporation 53635D202 419 Davis Drive, Suite 100 Morrisville NC 27560 Rule 13d-1(c) Farallon Capital Partners, L.P. b CA 0 785702 0 785702 785702 N 0.9 PN Farallon Capital Institutional Partners, L.P. b CA 0 717814 0 717814 717814 N 0.8 PN Farallon Capital Institutional Partners II, L.P. b CA 0 296393 0 296393 296393 N 0.3 PN Farallon Capital Institutional Partners III, L.P. b DE 0 178873 0 178873 178873 N 0.2 PN Four Crossings Institutional Partners V, L.P. b DE 0 184674 0 184674 184674 N 0.2 PN Farallon Capital Offshore Investors II, L.P. b E9 0 1739892 0 1739892 1739892 N 2 PN Farallon Capital F5 Master I, L.P. b E9 0 212625 0 212625 212625 N 0.2 PN Farallon Capital (AM) Investors, L.P. b DE 0 114789 0 114789 114789 N 0.1 PN Farallon Healthcare Partners Master, L.P. b E9 0 2601710 0 2601710 2601710 N 3 PN Farallon Partners, L.L.C. b DE 0 6619847 0 6619847 6619847 N 7.7 OO Farallon Institutional (GP) V, L.L.C. b DE 0 184674 0 184674 184674 N 0.2 OO Farallon F5 (GP), L.L.C. b DE 0 212625 0 212625 212625 N 0.2 OO Farallon Healthcare Partners (GP), L.L.C. b DE 0 2601710 0 2601710 2601710 N 3 OO Dapice Joshua J. b X1 0 6832472 0 6832472 6832472 N 8 IN Dreyfuss, Philip D. b X1 0 6832472 0 6832472 6832472 N 8 IN Dunn Hannah E. b X1 0 6832472 0 6832472 6832472 N 8 IN Fried, Richard B b X1 0 6832472 0 6832472 6832472 N 8 IN Gehani, Varun N. b X1 0 6832472 0 6832472 6832472 N 8 IN Giauque, Nicolas b I0 0 6832472 0 6832472 6832472 N 8 IN Kim, David T. b X1 0 6832472 0 6832472 6832472 N 8 IN Linn, Michael G. b X1 0 6832472 0 6832472 6832472 N 8 IN Luo Patrick (Cheng) b F4 0 6832472 0 6832472 6832472 N 8 IN Patel, Rajiv A. b X1 0 6832472 0 6832472 6832472 N 8 IN Roberts, Jr., Thomas G. b X1 0 6832472 0 6832472 6832472 N 8 IN Saito Edric C. b X1 0 6832472 0 6832472 6832472 N 8 IN Seybold, William b X1 0 6832472 0 6832472 6832472 N 8 IN Short Daniel S. b X1 0 6832472 0 6832472 6832472 N 8 IN Spokes, Andrew J. M. b X0 0 6832472 0 6832472 6832472 N 8 IN Warren, John R. b X1 0 6832472 0 6832472 6832472 N 8 IN Wehrly, Mark C. b X1 0 6832472 0 6832472 6832472 N 8 IN Liquidia Corporation 419 Davis Drive, Suite 100, Morrisville, North Carolina, 27560 This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it; (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it; (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it; (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it; (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it; (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it; (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it; (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it; and (ix) Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership ("FHPM"), with respect to the Shares held by it. FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the "Farallon Funds." (x) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI. (xi) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V. (xii) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI. (xiii) Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the "FHPM General Partner"), which is the general partner of FHPM, with respect to the Shares held by FHPM. (xiv) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom. Y The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The Shares reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General Partner, as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of all such Shares held by F5MI. The FHPM General Partner, as the general partner of FHPM, may be deemed to be a beneficial owner of all such Shares held by FHPM. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. Y Y Y N The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. Y N 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, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) Farallon Capital Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Farallon Capital Institutional Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Farallon Capital Institutional Partners II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Farallon Capital Institutional Partners III, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Four Crossings Institutional Partners V, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 07/11/2025 Farallon Capital Offshore Investors II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Farallon Capital F5 Master I, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 07/11/2025 Farallon Capital (AM) Investors, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 07/11/2025 Farallon Healthcare Partners Master, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 07/11/2025 Farallon Partners, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member 07/11/2025 Farallon Institutional (GP) V, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 07/11/2025 Farallon F5 (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 07/11/2025 Farallon Healthcare Partners (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 07/11/2025 Dapice Joshua J. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Dreyfuss, Philip D. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Dunn Hannah E. /s/ Hannah E. Dunn Hannah E. Dunn 07/11/2025 Fried, Richard B /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Gehani, Varun N. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Giauque, Nicolas /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Kim, David T. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Linn, Michael G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Luo Patrick (Cheng) /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Patel, Rajiv A. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Roberts, Jr., Thomas G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Saito Edric C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Seybold, William /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Short Daniel S. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Spokes, Andrew J. M. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Warren, John R. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 Wehrly, Mark C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 07/11/2025 EX-1 2 jas.htm JOINT ACQUISITION STATEMENT
EXHIBIT 1

JOINT ACQUISITION STATEMENT
PURSUANT TO SECTION 240.13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated: July 11, 2025

/s/ Hannah E. Dunn
FARALLON PARTNERS, L.L.C.,
On its own behalf and
As the General Partner of
FARALLON CAPITAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,
FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,
FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. and
FARALLON CAPITAL (AM) INVESTORS, L.P.
By Hannah E. Dunn, Managing Member
 
/s/ Hannah E. Dunn
FARALLON INSTITUTIONAL (GP) V, L.L.C.
On its own behalf and
As the General Partner of
FOUR CROSSINGS INSTITUTIONAL PARTNERS V, L.P.
By Hannah E. Dunn, Manager
 
/s/ Hannah E. Dunn
FARALLON F5 (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON CAPITAL F5 MASTER I, L.P.
By Hannah E. Dunn, Manager
 
/s/ Hannah E. Dunn
FARALLON HEALTHCARE PARTNERS (GP), L.L.C.
On its own behalf and
As the General Partner of
FARALLON HEALTHCARE PARTNERS MASTER, L.P.
By Hannah E. Dunn, Manager
 
/s/ Hannah E. Dunn
Hannah E. Dunn, individually and as attorney-in-fact for each of Joshua J. Dapice, Philip D. Dreyfuss, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Patrick (Cheng) Luo, Rajiv A. Patel, Thomas G. Roberts, Jr., Edric C. Saito, William Seybold, Daniel S. Short, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly