Statistiche di base
| CIK | 1562594 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Liquid Holdings Group, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| July 9, 2018 |
LIQD / Liquid Holdings Group, Inc. / KCG AMERICAS LLC - SC 13G/A LIQDQ3 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 3) Liquid Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53633A101 (CUSIP Number) June 29, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| February 7, 2018 |
LIQD / Liquid Holdings Group, Inc. / KCG AMERICAS LLC - SC 13G/A LIQDQ 2 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 2) Liquid Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53633A101 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi |
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| February 19, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2016 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Comm |
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| February 11, 2016 |
Costs Associated with Exit or Disposal Activities, Bankruptcy or Receivership 8-K 1 v4314598k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2016 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction |
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| February 8, 2016 |
LIQD / Liquid Holdings Group, Inc. / KCG AMERICAS LLC - SC 13G/A LIQDQ Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment 1) Liquid Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53633A101 (CUSIP Number) January 29, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this |
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| February 3, 2016 |
LIQD / Liquid Holdings Group, Inc. / KCG AMERICAS LLC - SC 13G LIQDQ Passive Investment SC 13G 1 kcg13g.htm SC 13G LIQDQ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G (Initial Filing) Under the Securities Exchange Act of 1934 Liquid Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53633A101 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| February 2, 2016 |
Regulation FD Disclosure, Financial Statements and Exhibits, Bankruptcy or Receivership UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 27, 2016 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commi |
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| February 2, 2016 |
Liquid Files Voluntary Petition Under Chapter 11 of the Bankruptcy Code Exhibit 99.1 Liquid Files Voluntary Petition Under Chapter 11 of the Bankruptcy Code HOBOKEN, N.J., Jan. 27, 2016 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (OTC PINK:LIQD) (?Liquid? or the ?Company?), a SaaS provider of investment management solutions for the buy side, announced today that it and its subsidiary Liquid Prime Holdings, LLC, each filed a voluntary petition in the United States B |
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| December 11, 2015 |
LIQD / Liquid Holdings Group, Inc. / MSD Partners, L.P. Passive Investment SC 13G/A 1 liquidholdings13g-12102015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. 1 )* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 53633A 10 |
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| December 1, 2015 |
JUNE 30, 2015 INFORMATION EXPLANATORY NOTE Exhibit 99.1 JUNE 30, 2015 INFORMATION EXPLANATORY NOTE Liquid Holdings Group, Inc. (the ?Company?) is providing this unaudited, unreviewed financial information (this "Exhibit 99.1") in order to make publicly available the information that will be used to prepare and file the following items in the Company?s Quarterly Report on Form 10-Q for the period ended June 30, 2015: ? Item 1. Financial Sta |
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| December 1, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commi |
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| November 16, 2015 |
NT 10-Q 1 v424859nt10q.htm NT 10-Q SEC FILE NUMBER 00136024 CUSIP NUMBER 53633A101 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b25 NOTIFICATION OF LATE FILING ¨ Form 10K ¨ Form 20F ¨ Form 11K x Form 10Q ¨ Form 10-D ¨ Form NSAR ¨ Form NCSR For Period Ended: September 30, 2015 ¨ Transition Report on Form 10K ¨ Transition Report on Form 20F ¨ Transition Report on Fo |
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| October 27, 2015 |
Liquid to Delist From NASDAQ Stock Market and Explore Strategic Alternatives Liquid to Delist From NASDAQ Stock Market and Explore Strategic Alternatives EXHIBIT 99. |
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| October 27, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 26, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commi |
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| October 27, 2015 |
Peter R. Kent CEO & CFO +1 (212) 293-2692 [email protected] October 27, 2015 Megan Akst Senior Staff Accountant Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Liquid Holdings Group, Inc. Item 4.01 Form 8-K and Form 8-K/A Filed September 24 and September 29, 2015, respectively File No. 1-36024 Dear Ms. Akst: Liquid |
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| October 8, 2015 |
2014 INFORMATION EXPLANATORY NOTE Exhibit 99.2 2014 INFORMATION EXPLANATORY NOTE Liquid Holdings Group, Inc. (the “Company”) is providing this unaudited, unreviewed financial information as of, and for the year ended, December 31, 2014 (this “Ex. 99.2”) in order to make publicly available the information that will be used to prepare and file the following items in the Company’s Annual Report on Form 10-K for the year ended Decembe |
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| October 8, 2015 |
SEPTEMBER 30, 2014 INFORMATION EXPLANATORY NOTE Exhibit 99.1 SEPTEMBER 30, 2014 INFORMATION EXPLANATORY NOTE Liquid Holdings Group, Inc. (the “Company”) is providing this unaudited, unreviewed financial information (this “Ex. 99.1”) in order to make publicly available the information that will be used to amend and restate the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2014, which was filed with the Securities and |
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| October 8, 2015 |
8-K 1 v4216468k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 8, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jur |
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| October 8, 2015 |
MARCH 31, 2015 INFORMATION EXPLANATORY NOTE Exhibit 99.3 MARCH 31, 2015 INFORMATION EXPLANATORY NOTE Liquid Holdings Group, Inc. (the ?Company?) is providing this unaudited, unreviewed financial information (this "Ex. 99.3") in order to make publicly available the information that will be used to prepare and file the following items in the Company?s Quarterly Report on Form 10-Q for the period ended March 31, 2015: ? Item 1. Financial State |
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| September 29, 2015 |
Liquid Holdings Group Requests Hearing Before Nasdaq Listing Qualifications Panel Liquid Holdings Group Requests Hearing Before Nasdaq Listing Qualifications Panel EXHIBIT 99. |
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| September 29, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of |
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| September 29, 2015 |
Exhibit 16.1 |
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| September 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Com |
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| September 24, 2015 |
Liquid Holdings Group Receives Delisting Notice from NASDAQ Exhibit 99.1 Liquid Holdings Group Receives Delisting Notice from NASDAQ HOBOKEN, NJ, September 24, 2015 ? Liquid Holdings Group, Inc. (NASDAQ:LIQD), a SaaS provider of investment management solutions for the buy side, announced today that it received a letter on September 21, 2015 from the Listing Qualifications Department (the ?Staff?) of the Nasdaq Stock Market (?NASDAQ?) indicating that the St |
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| September 16, 2015 |
Liquid Holdings Group CURRENT REPORT (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Com |
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| September 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Comm |
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| September 9, 2015 |
Exhibit 10.1 September 8, 2015 Brian M. Storms 67 Roxiticus Road Far Hills, NJ 07931 Re: Resignation Dear Brian: It is my understanding that you intend to resign as an employee of Liquid Holdings Group, Inc. (?Liquid?) and forego the remaining compensation that would be owed to you under the Transition Agreement, dated as of March 1, 2015, between you and Liquid (the ?Transition Agreement?), as we |
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| August 24, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commis |
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| August 17, 2015 |
Liquid Holdings Group NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b25 NOTIFICATION OF LATE FILING ? Form 10K ? Form 20F ? Form 11K x Form 10Q ? Form 10-D ? Form NSAR ? Form NCSR For Period Ended: June 30, 2015 ? Transition Report on Form 10K ? Transition Report on Form 20F ? Transition Report on Form 11K ? Transition Report on Form 10Q ? Transition Report on Form NSAR For the Transiti |
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| July 23, 2015 |
8-K 1 v4161208-k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdicti |
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| July 23, 2015 |
Liquid Holdings Group Announces Transfer of Listing to The NASDAQ Capital Market and Additional Extensions to Regain Compliance With the NASDAQ Bid Price and Filing Requirements EXHIBIT 99. |
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| July 10, 2015 |
Liquid Holdings Group Announces Reorganization to Streamline Operations Liquid Holdings Group Announces Reorganization to Streamline Operations EXHIBIT 99. |
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| July 10, 2015 |
Liquid Holdings Group FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 9, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commissio |
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| July 8, 2015 |
KMPR / Kemper Corporation / Ferdinand Brian - SCHEDULE 13D AMENDMENT NO. 4 Activist Investment Schedule 13D Amendment No. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 4* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Brian Ferdinand c/o Ferdinand Trading LLC 224 Muttontown Eastwood Rd. Muttontown, NY |
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| May 18, 2015 |
Liquid Holdings Group NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For |
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| May 14, 2015 |
Exhibit 10.1 AGREEMENT OF SUBLEASE THIS AGREEMENT OF SUBLEASE (this ?Sublease?), made this 13th day of May, 2015 (the ?Effective Date?) between LIQUID HOLDINGS GROUP, INC., a Delaware corporation having an office at 111 River Street, Suite 1204, Hoboken, New Jersey 07030 (?Sublandlord?), and MERIDIAN CAPITAL GROUP, LLC, a Delaware limited liability company having an office at 1 Battery Park Plaza, |
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| May 14, 2015 |
Liquid Holdings Group Announces Sublease of Corporate Headquarters and Move to Hoboken Liquid Holdings Group Announces Sublease of Corporate Headquarters and Move to Hoboken EXHIBIT 99. |
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| May 14, 2015 |
Liquid Holdings Group FORM 8-K (Current Report/Significant Event) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2015 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-36024 46-3252142 (State or other jurisdiction of incorporation) (Commissio |
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| April 22, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 16, 2015 LIQUID HOLDINGS GROUP, INC. |
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| April 22, 2015 |
EX-99.1 2 v408048ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Liquid Holdings Group Announces Receipt of NASDAQ Notification Letter Relating to Annual Report on Form 10-K NEW YORK, April 22, 2015 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD), a provider of cloud-based investment management solutions for the financial community, announced today that it has received a notification letter from |
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| March 31, 2015 |
Liquid Holdings Group NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b25 NOTIFICATION OF LATE FILING x Form 10K ? Form 20F ? Form 11K ? Form 10Q ? Form NSAR For Period Ended: December 31, 2014 ? Transition Report on Form 10K ? Transition Report on Form 20F ? Transition Report on Form 11K ? Transition Report on Form 10Q ? Transition Report on Form NSAR For the Transition Period Ended: Not |
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| March 18, 2015 |
POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of Liquid Holdings Group, Inc. |
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| March 17, 2015 |
Exhibit 1.1 Lock-Up and Support Agreement This Lock-Up and Support Agreement, dated March 13, 2015 (this ?Agreement?), is by and among Liquid Holdings Group, Inc., a Delaware corporation (the ?Company?), Robert W. Pereira, a natural person (?Pereira?) and The Middlesex Corporation, a Massachusetts corporation (?Middlesex Corp? and, together with Pereira, ?Middlesex?). RECITALS WHEREAS, Middlesex i |
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| March 17, 2015 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 13, 2015 LIQUID HOLDINGS GROUP, INC. |
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| March 3, 2015 |
Exhibit 10.1 EXECUTION VERSION TRANSITION AGREEMENT This Transition Agreement (“Agreement”) is made as of March 1, 2015 (the “Effective Date”) by and between Brian Storms (“Employee”) and Liquid Holdings Group, Inc. (f/k/a Liquid Holdings Group, LLC), a Delaware corporation (“Employer”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee |
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| March 3, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 1, 2015 LIQUID HOLDINGS GROUP, INC. |
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| March 3, 2015 |
Liquid Holdings Group Announces Changes to Executive Management Team EXHIBIT 99.1 Liquid Holdings Group Announces Changes to Executive Management Team NEW YORK, March 3, 2015 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD) ("Liquid" or the "Company"), a provider of a SaaS-based front-office solution for the investment management community, today announced executive management changes effective immediately. Peter Kent has been promoted to Chief Executiv |
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| February 25, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 20, 2015 LIQUID HOLDINGS GROUP, INC. |
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| February 2, 2015 |
LIQD / Liquid Holdings Group, Inc. / Schaeffer Richard - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* 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 designat |
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| January 26, 2015 |
Liquid Holdings Group Receives Delisting Notice From Nasdaq EXHIBIT 99.1 Liquid Holdings Group Receives Delisting Notice From Nasdaq NEW YORK, Jan. 26, 2015 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD), a provider of cloud-based investment management solutions for the financial community, today announced that the company received a letter on January 22, 2015 from the Listing Qualifications Department of the Nasdaq Stock Market ("Nasdaq") in |
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| January 26, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 22, 2015 LIQUID HOLDINGS GROUP, INC. |
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| January 13, 2015 |
LIQD / Liquid Holdings Group, Inc. / Keller Robert - SCHEDULE 13G/A Passive Investment 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 b |
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| January 8, 2015 |
Results of Operations and Financial Condition, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 8, 2015 LIQUID HOLDINGS GROUP, INC. |
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| December 23, 2014 |
Termination of a Material Definitive Agreement, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2014 LIQUID HOLDINGS GROUP, INC. |
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| December 12, 2014 |
Liquid Holdings Group Adopts Stockholders Rights Plan EX-99.1 4 v396396ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Liquid Holdings Group Adopts Stockholders Rights Plan NEW YORK—Dec. 11, 2014—Liquid Holdings Group, Inc. (NASDAQ:LIQD) (“Liquid” or the “Company”) today adopted a stockholders rights plan (the “Rights Plan”) and announced the declaration of a dividend distribution of one preferred share purchase right on each outstanding share of the Company’s |
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| December 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 11, 2014 LIQUID HOLDINGS GROUP, INC. |
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| December 12, 2014 |
LIQD / Liquid Holdings Group, Inc. 8-A12B - - 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIQUID HOLDINGS GROUP, INC. |
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| December 12, 2014 |
Exhibit 3.1 CERTIFICATE OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of LIQUID HOLDINGS GROUP, INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Liquid Holdings Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisi |
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| December 12, 2014 |
EX-4.1 3 v396396ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 RIGHTS AGREEMENT between LIQUID HOLDINGS GROUP, INC., and CONTINENTAL STOCK TRANSFER AND TRUST COMPANY, as Rights Agent Dated as of December 11, 2014 TABLE OF CONTENTS Page Section 1. Certain Definitions 1 Section 2. Appointment of the Rights Agent 8 Section 3. Issuance of Rights Certificates 9 Section 4. Form of Rights Certificates 11 Section 5. C |
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| December 11, 2014 |
LIQD / Liquid Holdings Group, Inc. / Ferdinand Brian - SC 13D/A Activist Investment SC 13D/A 1 d836721dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Brian Ferdinand c/o Ferdinand Trading LLC 224 Muttontown Eastwood Rd. Mu |
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| December 11, 2014 |
EX-99.1 Exhibit 1 PUT OPTION AGREEMENT This PUT OPTION AGREEMENT (the “Agreement”) is entered into as of December 10, 2014 (the “Effective Date”) by and among BRIAN FERDINAND, an individual and resident of the State of New York (“Grantor”), the VON ALLMEN DYNASTY TRUST (“VADT”), and D&L PARTNERS, L.P. (“DNL” and together with VADT, the “Optionees”). Each of the Grantor, DNL and VADT are individual |
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| December 11, 2014 |
STOCK TRANSFER AND RELEASE AGREEMENT EX-99.3 Exhibit 3 Execution Copy STOCK TRANSFER AND RELEASE AGREEMENT This Stock Transfer and Release Agreement (this “Agreement”) is entered into as of September 2, 2014 among CMK Keller Holdings, LLC (the “Transferor”), LT World Partners, LLC (the “Transferee”), Brian Ferdinand (“Ferdinand”) and Robert Keller (“Keller”). WITNESSETH WHEREAS, Ferdinand and Keller are founders of Liquid Holdings Gr |
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| December 11, 2014 |
SETTLEMENT AGREEMENT AND MUTUAL RELEASE EX-99.2 3 d836721dex992.htm EX-99.2 Exhibit 2 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is entered into as of the 22nd day of September 2014 (the “Effective Date”), by and between: (i) UBS Bank USA (“UBS Bank); (ii) Brian Ferdinand and Andrea Romanello (the “Borrowers”); and (iii) LT World Limited LLC, Ferdinand Holdings, LLC |
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| December 3, 2014 |
LIQD / Liquid Holdings Group, Inc. / Middlesex Corp - SC 13G Passive Investment SC 13G 1 a14-255721sc13g.htm SC 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 (Dat |
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| November 14, 2014 |
Liquid Holdings Group FORM 10-Q (Quarterly Report) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36024 LIQUID |
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| November 14, 2014 |
Liquid Holdings Group, Inc. Notice of Stock Option Award EX-10.4 2 v393179ex10-4.htm EXHIBIT 10.4 Liquid Holdings Group, Inc. Notice of Stock Option Award Peter R. Kent 118 Hiawatha Ave Oceanport, NJ 07757 Dear Peter: You have been granted the following option to purchase Shares of Liquid Holdings Group, Inc. (the “Company”). Though these options are not issued pursuant to the Company’s 2012 Amended and Restated Stock Incentive Plan (the “Plan”), the aw |
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| October 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 24, 2014 LIQUID HOLDINGS GROUP, INC. |
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| October 30, 2014 |
Executive Employment Agreement Exhibit 10.1 Executive Employment Agreement This Executive Employment Agreement (this “Agreement”) is made as of the 24th day of October, 2014 by and between Liquid Holdings Group, Inc., a Delaware corporation (“Holdings” or the “Employer”), and Peter R. Kent (the “Executive”) (each of Employer and Executive, a “Party and together, the “Parties”). Holdings, any direct or indirect wholly-owned subs |
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| October 30, 2014 |
Liquid Holdings Group Reports Third Quarter 2014 Results EXHIBIT 99.1 Liquid Holdings Group Reports Third Quarter 2014 Results Software Services Revenue Grows 103% Over Prior Year Period NEW YORK, Oct. 30, 2014 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD) ("Liquid" or the "Company"), a provider of cloud-based investment management solutions for the financial community, today reported results for the third quarter ended September 30, 2014 |
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| October 21, 2014 |
EX-99.2 3 v391680ex99-2.htm AMENDMENT OF LOCK-UP AGREEMENT Exhibit 99.2 October 16, 2014 Mr. Brian Ferdinand 224 Muttontown Eastwood Road Muttontown, NY 11791 [email protected] RE: Amendment of Lock-Up Agreement Dear Brian: In connection with your resignation as an officer and director of Liquid Holdings Group, Inc. (the “Company”) in April of this year, you as well as four entities controlle |
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| October 21, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 16, 2014 LIQUID HOLDINGS GROUP, INC. |
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| October 21, 2014 |
AMENDED AND RESTATED CONSULTING AGREEMENT EX-99.1 2 v391680ex99-1.htm AMENDED AND RESTATED CONSULTING AGREEMENT Exhibit 99.1 AMENDED AND RESTATED CONSULTING AGREEMENT This Amended and Restated Consulting Agreement (“Agreement”) is entered into as of October 16, 2014 by and between Liquid Holdings Group, Inc., a Delaware corporation (the “Company”), and Ferdinand Trading LLC, a Delaware Limited Liability Company (“Consultant”). WHEREAS, th |
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| September 26, 2014 |
8-K 1 v3900918k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 22, 2014 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 1-36024 46-3252142 (State or other juri |
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| September 23, 2014 |
Exhibit 16.1 [KPMG logo] September 19, 2014 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Liquid Holdings Group, Inc. (the “Company”) and, under the date of March 28, 2014, we reported on the consolidated financial statements of the Company as of December 31, 2012 and 2013 and for the period from April 24, 2012 (commenc |
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| September 23, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): September 17, 2014 LIQUID HOLDINGS GROUP, INC. |
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| September 10, 2014 |
LIQD / Liquid Holdings Group, Inc. / FEDERATED INVESTORS INC /PA/ Passive Investment SC 13G/A 1 form.htm 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. 2)* LIQUID HOLDINGS GROUP, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 53633A101 (CUSIP Number) August 29, 2014 (Date of Event Which |
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| August 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36024 LIQUID HOLD |
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| August 7, 2014 |
LIQD / Liquid Holdings Group, Inc. / FEDERATED INVESTORS INC /PA/ Passive Investment SC 13G/A 1 form.htm 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. 1)* LIQUID HOLDINGS GROUP, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 53633A101 (CUSIP Number) July 31, 2014 (Date of Event Which R |
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| July 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 31, 2014 LIQUID HOLDINGS GROUP, INC. |
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| July 31, 2014 |
Liquid Holdings Group Reports Second Quarter 2014 Results EX-99.1 2 v385269ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 Liquid Holdings Group Reports Second Quarter 2014 Results Software Services Revenue Grows 20% Over Prior Quarter NEW YORK, July 31, 2014 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD) ("Liquid" or the "Company"), a provider of a single platform that integrates order and execution management with real-time risk, reporting, shadow N |
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| July 15, 2014 |
LIQD / Liquid Holdings Group, Inc. / Ferdinand Brian - SCHEDULE 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Brian Ferdinand c/o Ferdinand Trading LLC 224 Muttontown Eastwood Rd. Muttontown, NY 11791 (Name, Address and Telephone Numbe |
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| July 15, 2014 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $. |
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| June 10, 2014 |
LIQD / Liquid Holdings Group, Inc. / FEDERATED INVESTORS INC /PA/ Passive Investment SC 13G 1 form.htm 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) May 31, 2014 (Date of Event Which Requi |
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| May 30, 2014 |
LIQD / Liquid Holdings Group, Inc. / MSD Partners, L.P. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to Rule 13d-2(b) (Amendment No. |
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| May 27, 2014 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 21, 2014 LIQUID HOLDINGS GROUP, INC. |
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| May 23, 2014 |
LIQD / Liquid Holdings Group, Inc. / VON ALLMEN DOUGLAS J - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Douglas Von Allmen 9 Isla Bahia Fort Lauderdale, Florida 33316 Telephone: 954-463-7699 (Name, Address and Telephone Number of |
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| May 15, 2014 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-195140 32,000,000 Shares Liquid Holdings Group, Inc. Common Stock We are offering 32,000,000 shares of our common stock. Our common stock is listed on The NASDAQ Global Market under the symbol “LIQD.” On May 14, 2014, the closing price of our common stock on The NASDAQ Global Market was $2.30 per share. Certain of our directors, as well as Doug |
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| May 14, 2014 |
As filed with the Securities and Exchange Commission on May 14, 2014 Registration No. |
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| May 13, 2014 |
As filed with the Securities and Exchange Commission on May 13, 2014 Registration No. |
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| May 13, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 13, 2014 LIQUID HOLDINGS GROUP, INC. |
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| May 13, 2014 |
Liquid Holdings Group Reports First Quarter 2014 Results EXHIBIT 99.1 Liquid Holdings Group Reports First Quarter 2014 Results Annual Contract Value ("ACV") Grows 16% and Customer Base Grows 55% Sequentially NEW YORK, May 13, 2014 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD) ("Liquid" or the "Company"), a provider of a single platform that integrates order, execution, and risk management as well as reporting and shadow NAV in the cloud f |
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| May 13, 2014 |
FWP 1 v378388fwp.htm FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated May 13, 2014 Relating to Preliminary Prospectus dated May 13, 2014 Relating to Registration No. 333-195140 Liquid Holdings Group, Inc. On May 13, 2014, Liquid Holdings Group, Inc. (the “Company”) filed Amendment No. 2 to its Registration Statement on Form S-1 (Registration No. 333-195140) (“Registration Statem |
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| May 13, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v37764010q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| April 30, 2014 |
Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 30, 2014 LIQUID HOLDINGS GROUP, INC. |
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| April 30, 2014 |
S-1/A 1 v375284s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on April 30, 2014 Registration No. 333-195140 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 7372 46-3252142 (St |
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| April 30, 2014 |
CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of April 21, 2014 by and between Liquid Holdings Group, Inc. |
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| April 30, 2014 |
Exhibit 1.1 [●] Shares Liquid Holdings Group, Inc. Common Stock par value $0.0001 per share Underwriting Agreement [●], 2014 JMP Securities LLC, as Representative of the several Underwriters named in Schedule I hereto 600 Montgomery Street, 11th Floor San Francisco, California 94111 Ladies and Gentlemen: Liquid Holdings Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the |
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| April 30, 2014 |
LIQD / Liquid Holdings Group, Inc. / VON ALLMEN DOUGLAS J - FORM SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Douglas Von Allmen 9 Isla Bahia Fort Lauderdale, Florida 33316 Telephone: 954-463-7699 (Name, Address and Telephone Number of |
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| April 22, 2014 |
April 18, 2014 Liquid Holdings Group, Inc. 800 Third Ave., 38th Floor New York, NY 10022 Ladies and Gentlemen: In consideration of the agreement by Liquid Holdings Group, Inc. (the “Company”) to enter into a Separation and Release Agreement with Brian Ferdinand, and for other good and valuable consideration, receipt of which is hereby acknowledged, each of the undersigned (the “Undersigned”) hereb |
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| April 22, 2014 |
Liquid Holdings Announces Board Transition Liquid Holdings Announces Board Transition NEW YORK, April 21, 2014 (GLOBE NEWSWIRE) — Liquid Holdings Group, Inc. |
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| April 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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| April 22, 2014 |
CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of April 21, 2014 by and between Liquid Holdings Group, Inc. |
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| April 22, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 18, 2014 LIQUID HOLDINGS GROUP, INC. |
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| April 9, 2014 |
Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on April 8, 2014 Registration No. |
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| April 1, 2014 |
As filed with the Securities and Exchange Commission on April 1, 2014 Registration No. |
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| March 31, 2014 |
EX-10.22 4 v371158ex10-22.htm EXHIBIT 10.22 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 24, 2013 by and among Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock (as defined below) of the Company listed on the signature pages hereto (such holders, together with any additional parties the Comp |
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| March 31, 2014 |
Exhibit 10.30 WATERFRONT CORPORATE CENTER I 111 River street hoboken, new jersey 07030 LEASE By and between Hub Properties Trust as Landlord and liquid holdings GROUP, INC. as Tenant TABLE OF CONTENTS ARTICLE 1. Reference Data 1 1.1 Introduction and Subjects Referred To. 1 1.2 Exhibits. 3 ARTICLE 2. Premises and Term 4 2.1 Premises 4 2.2 Measurement of the Premises 5 2.3 Term 5 2.4 Extension Optio |
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| March 31, 2014 |
LIST OF DIRECT AND INDIRECT SUBSIDIARIES OF LIQUID HOLDINGS GROUP, INC. Exhibit 21.1 LIST OF DIRECT AND INDIRECT SUBSIDIARIES OF LIQUID HOLDINGS GROUP, INC. Fundsolve Limited (UK) Liquid Technology Services, LLC (formerly known as Green Mountain Analytics, LLC) (Delaware) LHG Technology Services Ltd. (Mauritius) Liquid Futures, LLC (Delaware)1 Liquid Investment Consulting (Shanghai) Co., Ltd. Liquid Partners, LLC (Delaware) Liquid Prime Holdings LLC (Delaware) Liquid |
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| March 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .. Commission File No. 001-36024 LIQUID HOLDINGS |
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| March 31, 2014 |
Exhibit 10.33 PERSONAL GUARANTY This PERSONAL GUARANTY (this ?Agreement?), dated as of March 6, 2014, is made by and between DOUGLAS J. VON ALLMEN, an individual residing in the State of Florida (the ?Guarantor?), and LIQUID HOLDINGS GROUP, INC., a Delaware corporation (the ?Borrower?). RECITALS WHEREAS, Borrower has entered into a Revolving Promissory Note, dated February 26, 2014, with Brian Fer |
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| March 31, 2014 |
Amended and Restated Executive Employment Agreement Amended and Restated Executive Employment Agreement This Amended and Restated Executive Employment Agreement (this ?Agreement?) is made as of the 11th day of June, 2013 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (?Holdings? or the ?Employer?), and Brian Storms (the ?Executive?). |
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| March 31, 2014 |
Amended and Restated Executive Employment Agreement Amended and Restated Executive Employment Agreement This Amended and Restated Executive Employment Agreement (this ?Agreement?) is made as of the 11th day of June, 2013 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (?Holdings? or the ?Employer?), and Brian Ferdinand (the ?Executive?). |
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| March 6, 2014 |
LIQD / Liquid Holdings Group, Inc. / Ferdinand Brian - AMENDMENT NO. 1 Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Brian Ferdinand c/o Liquid Holdings Group, Inc. 800 Third Avenue, 39th Floor New York, NY 10022 (Name, Address and Telephone |
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| March 6, 2014 |
EX-99.A 2 v370717ex-a.htm EXHIBIT A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $.0001 per share, of Liquid Holdings Group, Inc. dated March 5, 2014 is, and any amendments thereto signed by each of the undersigned shall be, filed pursuant to and in accordance with the provisions of Rule 13(d)-1(k) unde |
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| March 6, 2014 |
LIQD / Liquid Holdings Group, Inc. / VON ALLMEN DOUGLAS J - FORM SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Douglas Von Allmen 9 Isla Bahia Fort Lauderdale, Florida 33316 Telephone: 954-463-7699 (Name, Address and Telephone Number of |
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| February 27, 2014 |
EX-10.2 3 v369928ex10-2.htm EXHIBIT 10.2 REVOLVING PROMISSORY NOTE New York, NY February 26, 2014 FOR VALUE RECEIVED, LIQUID HOLDINGS GROUP, Inc., a Delaware corporation (the "Maker"), promises to pay DOUGLAS J. VON ALLMEN, an individual residing as of the date hereof in the State of Florida (together with such individual’s permitted successors and assigns, the "Holder"), in lawful money of the Un |
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| February 27, 2014 |
REVOLVING PROMISSORY NOTE New York, NY February 26, 2014 FOR VALUE RECEIVED, LIQUID HOLDINGS GROUP, Inc. |
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| February 27, 2014 |
EX-99.1 4 v369928ex99-1.htm EXHIBIT 99.1 Liquid Holdings Group Reports Fourth Quarter 2013 Results Annual Contract Value Grows 43% and Customer Base Grows 60% Sequentially New York, New York – February 27, 2014 – Liquid Holdings Group, Inc. (NASDAQ: LIQD) (“Liquid” or the “Company”), a provider of cloud-based order and execution management, risk and reporting software solutions for the financial s |
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| February 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 26, 2014 LIQUID HOLDINGS GROUP, INC. |
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| February 11, 2014 |
Robert Keller CMK Keller Holdings LLC Ferris Ventures LLC 2041 E Bethany Home Road Phoenix, Arizona 85016 January 29, 2014 Liquid Holdings Group, Inc. |
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| February 11, 2014 |
SKB Liquid LLC Scott Banerjee 60 E 8th Street, Apt 20E New York, New York 10003 SKB Liquid LLC Scott Banerjee 60 E 8th Street, Apt 20E New York, New York 10003 January 29, 2014 Liquid Holdings Group, Inc. |
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| February 11, 2014 |
Eugene Cornick 17393 Vestancia Circle Boca Raton, Florida 33496 Eugene Cornick 17393 Vestancia Circle Boca Raton, Florida 33496 January 29, 2014 Liquid Holdings Group, Inc. |
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| February 11, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Liquid Holdings Group, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 53633A 101 (CUSIP Number) Douglas Von Allmen 9 Isla Bahia Fort Lauderdale, Florida 33316 Telephone: 954-463-7699 (Name, Address and Telephone Number of |
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| February 11, 2014 |
Richard M. Schaeffer Schaeffer Holdings, LLC SHAF Holdings LLC Schaeffer Group LLC 400 Chambers Street, Apt 25D New York, New York 10282 January 29, 2014 Liquid Holdings Group, Inc. 800 Third Avenue, 38th Floor New York, NY 10022 Attn: General Counsel Ladies and Gentlemen: In consideration of Liquid Holdings Group, Inc. (the “Company”) making members of its management available to certain parties |
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| February 11, 2014 |
Lawrence Mroczkowski 1265 Maricopa Drive Oshkosh, Wisconsin 54904 Lawrence Mroczkowski 1265 Maricopa Drive Oshkosh, Wisconsin 54904 January 29, 2014 Liquid Holdings Group, Inc. |
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| February 10, 2014 |
LIQD / Liquid Holdings Group, Inc. / GAER SAMUEL H - AMENDMENT TO SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* LIQUID HOLDINGS GROUP, INC. (Name of Issuer) Common Stock, par value $0.0001 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 designa |
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| February 7, 2014 |
LIQD / Liquid Holdings Group, Inc. / Schaeffer Richard - SCHEDULE 13G Passive Investment 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 |
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| February 5, 2014 |
LIQD / Liquid Holdings Group, Inc. / Keller Robert - SCHEDULE 13G Passive Investment 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 |
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| January 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 29, 2014 LIQUID HOLDINGS GROUP, INC. |
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| December 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 23, 2013 LIQUID HOLDINGS GROUP, INC. |
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| December 27, 2013 |
December 23, 2013 Liquid Holdings Group Announces Victor R. Simone, Jr. as New Non-Executive Board Chairman Former Senior Executive at Goldman Sachs Brings Leadership and Deep Experience Growing Financial Technology Companies NEW YORK, Dec. 23, 2013 (GLOBE NEWSWIRE) - Liquid Holdings Group, Inc. (Nasdaq:LIQD), a provider of a single platform that integrates order and execution management with real |
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| December 17, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 12, 2013 LIQUID HOLDINGS GROUP, INC. |
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| November 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-36024 LIQUID |
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| October 31, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2013 LIQUID HOLDINGS GROUP, INC. |
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| October 31, 2013 |
EX-99.1 2 v358731ex99-1.htm EXHIBIT 99.1 Liquid Holdings Group Reports Third Quarter 2013 Results Annual Contract Value Grows 85% and Customer Base Grows 60% Sequentially New York, New York – October 31, 2013 – Liquid Holdings Group, Inc. (NASDAQ: LIQD) (“Liquid” or the “Company”), a provider of cloud-based order and execution management, risk and reporting software solutions for the financial ser |
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| September 23, 2013 |
As filed with the Securities and Exchange Commission on September 23, 2013 Registration No. |
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| September 9, 2013 |
EX-10.2 3 v352221ex10-2.htm EXHIBIT 10.2 Liquid Holdings group, INC. 2012 AMENDED AND RESTATED Stock INCENTIVE Plan Adopted by the Board: April 5, 2013 Adopted by the Members: April 5, 2013 Amended by the Human Resources and Compensation Committee of the Board: July 24, 2013 ARTICLE I PURPOSE The purpose of this Amended and Restated Stock Incentive Plan (the “Plan”) is to advance the interests of |
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| September 9, 2013 |
STANDARD OFFICE LEASE Agreement of Lease, made this 12th day of August, in the year 2013, between Joseph P. |
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| September 9, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 v35222110q.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F |
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| August 14, 2013 |
Liquid Holdings Group Reports Second Quarter 2013 Results EX-99.1 2 v352764ex99-1.htm EXHIBIT 99.1 August 14, 2013 Liquid Holdings Group Reports Second Quarter 2013 Results New York, New York – August 14, 2013 – Liquid Holdings Group, Inc. (NASDAQ: LIQD) (“Liquid” or the “Company”), a provider of cloud-based order and execution management, risk and reporting software solutions for the financial services community, today reported results for the second qu |
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| August 14, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 12, 2013 LIQUID HOLDINGS GROUP, INC. |
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| August 12, 2013 |
FORM OF LOCK-UP AGREEMENT Liquid Holdings Group. Inc. Public Offering of Common Stock EXHIBIT C FORM OF LOCK-UP AGREEMENT Liquid Holdings Group. Inc. Public Offering of Common Stock May 22, 2013 Sandler O’Neill & Partners, L.P. As Representative (as defined below) 1251 Avenue of the Americas 6th Floor New York, New York 10020 Ladies and Gentlemen: The undersigned understands that you, either as sole underwriter or as representative of one or more underwriters, propose to enter into |
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| August 12, 2013 |
LIQD / Liquid Holdings Group, Inc. / Ferdinand Brian - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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) Brian Ferdinand c/o Liquid Holdings Group, Inc. 800 Third Avenue, 39th Floor New York, NY 10022 (Name, Address and Telephone N |
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| August 12, 2013 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $. |
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| August 12, 2013 |
FORM OF LOCK-UP AGREEMENT Liquid Holdings Group. Inc. Public Offering of Common Stock EXHIBIT C FORM OF LOCK-UP AGREEMENT Liquid Holdings Group. Inc. Public Offering of Common Stock May 22, 2013 Sandler O’Neill & Partners, L.P. As Representative (as defined below) 1251 Avenue of the Americas 6th Floor New York, New York 10020 Ladies and Gentlemen: The undersigned understands that you, either as sole underwriter or as representative of one or more underwriters, propose to enter into |
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| August 12, 2013 |
LIQD / Liquid Holdings Group, Inc. / VON ALLMEN DOUGLAS J - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D 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) Douglas Von Allmen 9 Isla Bahia Fort Lauderdale, Florida 33316 Telephone: 954-463-7699 (Name, Address and Telephone Number of |
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| August 12, 2013 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $. |
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| July 26, 2013 |
424B4 1 d484709d424b4.htm 424B4 Table of Contents Filed Pursuant to 424(b)(4) Registration No. 333-187859 PROSPECTUS 3,175,000 Shares Common Stock This is our initial public offering and, prior to this offering, there has been no public market for our common stock. We are offering 3,175,000 shares of our common stock. Our common stock has been approved for listing on the NASDAQ Global Market under |
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| July 25, 2013 |
Amendment No.7 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on July 25, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 7372 46-3 |
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| July 25, 2013 |
Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 25, 2013 (Relating to Preliminary Prospectus Dated July 8, 2013) Registration No. |
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| July 25, 2013 |
SEC Response Letter GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] July 25, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Tamara Tangen and Mr. Matt |
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| July 24, 2013 |
Subject to completion, dated July 24, 2013 4,200,000 Shares Common Stock Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated July 24, 2013 (Relating to Preliminary Prospectus Dated July 8, 2013) Registration No. |
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| July 24, 2013 |
LIST OF DIRECT AND INDIRECT SUBSIDIARIES OF LIQUID HOLDINGS GROUP, INC. EX-21.1 Exhibit 21.1 LIST OF DIRECT AND INDIRECT SUBSIDIARIES OF LIQUID HOLDINGS GROUP, INC. Fundsolve Limited (UK) Green Mountain Analytics, LLC (Delaware) LHG Technology Services Ltd. (Mauritius) Liquid Futures, LLC (Delaware) Liquid Partners, LLC (Delaware) Liquid Prime Holdings LLC (Delaware) Liquid Prime Services, Inc. (New York) Liquid Trading Institutional LLP (UK) LTI, LLC (Delaware) |
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| July 24, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIQUID HOLDINGS GROUP, INC. |
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| July 24, 2013 |
Exhibit 10.30 TERM NOTE $250,000.00 New York, NY July 11, 2013 FOR VALUE RECEIVED, the undersigned (“Maker”), promises to pay to the order of TOM ROSS (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($ 250,000.00), at New York, NY or such other location as Holder may specify from |
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| July 24, 2013 |
Additional abbreviations may also be used though not in the above list. EX-4.1 Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT – as tenants by the entireties JT TEN – as joint tenants with right of survivorship and not as tenants i |
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| July 24, 2013 |
Amendment No. 6 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on July 24, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 7372 46- |
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| July 24, 2013 |
EX-1.1 Exhibit 1.1 [•] Shares Liquid Holdings Group, Inc. Common Stock par value $0.0001 per share Underwriting Agreement July 24, 2013 Sandler O’Neill & Partners, L.P., as Representative of the several Underwriters named in Schedule I hereto 1251 Avenue of the Americas 6th Floor New York, New York 10020 Ladies and Gentlemen: Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) prop |
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| July 24, 2013 |
CERTIFICATE OF INCORPORATION LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I NAME The name of the corporation is Liquid Holdings Group, Inc. (the “Corporation”). ARTICLE II AGENT The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, County of New Castle. The name of its registered |
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| July 24, 2013 |
BYLAWS LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES EX-3.2 Exhibit 3.2 BYLAWS OF LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may oth |
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| July 24, 2013 |
SEC Cover letter GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] July 24, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Tamara Tangen and Mr. Matthew |
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| July 19, 2013 |
Acceleration Request July 19, 2013 Via Edgar Mr. Mark P. Shuman Branch Chief – Legal Division of Corporate Finance Securities and Exchange Commission 100 F. Street, N.E. Washington D.C. 20549 Re: Liquid Holdings Group, LLC Registration Statement on Form S-1 (File No. 333-187859) Dear Mr. Shuman: Liquid Holdings Group, LLC, a Delaware limited liability company to be converted into a Delaware corpor |
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| July 9, 2013 |
Amendment No.5 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on July 8, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registran |
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| July 8, 2013 |
SEC cover letter July 8, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 5, 2013 |
TERM NOTE $250,000.00 New York, NY July 1, 2013 EX-10.29 7 d484709dex1029.htm EX-10-29 Exhibit 10.29 TERM NOTE $250,000.00 New York, NY July 1, 2013 FOR VALUE RECEIVED, the undersigned (“Maker”), promises to pay to the order of FERDINAND HOLDINGS, LLC, a Delaware limited liability company (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS AND |
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| July 5, 2013 |
Amendment No. 4 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on July 5, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registra |
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| July 5, 2013 |
Exhibit 10.26 DATED JANUARY 10, 2012 USE OF PROCEEDS AGREEMENT (1) LTI, LLC (2) Liquid Trading International, LLP DATED January 10, 2012 PARTIES 1 Company LTI, LLC, a Delaware limited liability company whose registered office is at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 2 LTI Liquid Trading International, a limited liability partnership formed |
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| July 5, 2013 |
CERTIFICATE OF INCORPORATION LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I NAME The name of the corporation is Liquid Holdings Group, Inc. (the “Corporation”). ARTICLE II AGENT The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808. The name of its registered agent at such address |
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| July 5, 2013 |
EX-10.28 6 d484709dex1028.htm EX-10.28 Exhibit 10.28 April 9, 2013 VIA EMAIL Mr. James Lee OFFER OF EMPLOYMENT WITH LIQUID HOLDINGS GROUP, LLC I am pleased to confirm our offer to you for the position of Chief Administrative Officer for Liquid Holdings Group, LLC and its affiliated entities (together “LIQUID”) starting May 1, 2013 (the “Effective Date”) and ending April 30, 2015. LIQUID will pay y |
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| July 5, 2013 |
AMENDED & RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT LTI, LLC Dated September 20, 2011 EX-10.27 Exhibit 10.27 AMENDED & RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF LTI, LLC Dated September 20, 2011 THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED UNLESS REGISTERED AND QUALIFIED U |
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| July 5, 2013 |
CORRESP July 5, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 5, 2013 |
BYLAWS LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES EX-3.2 Exhibit 3.2 BYLAWS OF LIQUID HOLDINGS GROUP, INC. (a Delaware corporation) ARTICLE I CORPORATE OFFICES Section 1.1 Registered Office. The registered office of the Corporation shall be fixed in the Certificate of Incorporation of the Corporation. Section 1.2 Other Offices. The Corporation may also have an office or offices, and keep the books and records of the Corporation, except as may oth |
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| July 5, 2013 |
Correspondence July 5, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 5, 2013 |
CORRESP July 5, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 1, 2013 |
Letter to the SEC Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] July 1, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission FOIA Confidential Treatment Request Division of Corporation Finance Under 17 C.F.R § 200.83 100 F Street, N.E. Washington, DC 20549 Attention: Mark P. Shuman Matthew Crispino Stephen G. Kirkorian Tamara Tan |
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| July 1, 2013 |
SEC Response Letter Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] July 1, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Branch Chief – Legal Re: Liquid Holdings Group, LLC Registration Statement on Form S-1 File No. 333-187 |
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| June 21, 2013 |
CORRESP Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] June 21, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 FOIA Confidential Treatment Request Under 17 C.F.R § 200.83 Attention: Mark P. Shuman Matthew Crispino Stephen G. Kirkorian Tamara Tangen Re: L |
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| June 19, 2013 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.21 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is made as of the 11th day of June, 2013 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Storms (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, |
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| June 19, 2013 |
CORRESP 20 filename20.htm June 19, 2013 VIA EDGAR AND HAND DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Branch Chief – Legal Re: Liquid Holdings Group, LLC Registration Statement on Form S-1 File No. 333-187859 Ladies and Gentlemen: On behalf of Liquid Holdings Group, LLC, a Delaware l |
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| June 19, 2013 |
EX-10.20 Exhibit 10.20 June 17, 2013 VIA EMAIL Mr. Robert O’Boyle AMENDMENT OF OFFER OF EMPLOYMENT WITH LIQUID HOLDINGS GROUP, LLC Reference is made to the February 24, 2013 offer letter from Liquid Holdings Group, LLC (“LIQUID”) to you in connection with your employment at LIQUID, a copy of which is attached. As discussed, we have proposed modifying the terms of numbered paragraph 7 on page two o |
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| June 19, 2013 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT EX-10.22 6 d484709dex1022.htm EX-10.22 Exhibit 10.22 AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (this “Agreement”) is made as of the 11th day of June, 2013 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Ferdinand (the “Executive”). Holdings, any direct or ind |
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| June 19, 2013 |
TERM NOTE $250,000.00 New York, NY June 13, 2013 Exhibit 10.19 TERM NOTE $250,000.00 New York, NY June 13, 2013 FOR VALUE RECEIVED, the undersigned (“Maker”), promises to pay to the order of Richard Schaeffer, a natural person (“Holder”), in lawful money of the United States of America and in immediately available funds, the principal amount of TWO HUNDRED FIFTY THOUSAND DOLLARS AND NO CENTS ($ 250,000.00), at New York, NY or such other location |
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| June 19, 2013 |
EX-10.25 Exhibit 10.25 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2013 by and among Liquid Holdings Group, Inc., a Delaware corporation (the “Company”) and the holders of Common Stock (as defined below) of the Company listed on the signature pages hereto (such holders, together with any additional parties the Company may add from time to |
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| June 19, 2013 |
Exhibit 10.18 EXECUTION COPY LIMITED LIABILITY COMPANY AGREEMENT among LIQUID HOLDINGS GROUP, LLC and THE MEMBERS NAMED HEREIN dated as of APRIL 24, 2012 EXECUTION COPY TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Interpretation 13 ARTICLE II ORGANIZATION 13 Section 2.01 Formation. 13 Section 2.02 Name 14 Section 2.03 Principal Office 14 Section 2.04 Registered |
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| June 19, 2013 |
Exhibit 10.24 CONSULTING AGREEMENT This Consulting Agreement (“Agreement”) is entered into as of June 3, 2013, by and between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), and Richard Schaeffer, a natural person (“Consultant”). The Company desires to retain Consultant as an independent contractor to perform consulting services for the Company, and Consultant is |
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| June 19, 2013 |
Amendment No. 3 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on June 19, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registr |
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| June 19, 2013 |
EX-10.23 Exhibit 10.23 June 3, 2013 Richard Schaeffer 400 Chambers St., Apt. 25D New York, NY 10282 Re: Termination of Employment Agreement and Confirmation of Additional One-Time Bonus Dear Richie: This is our confirmation and agreement with respect to your Employment Agreement with Liquid Holdings Group, LLC (the “Company”), dated as of November 27, 2012 (the “Agreement”). By your mutual agreeme |
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| May 31, 2013 |
Amendment No. 2 to Form S-1 Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on May 31, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registra |
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| May 31, 2013 |
Response Letter GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] May 31, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Branch Chief – |
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| May 13, 2013 |
Table of Contents Registration No. 333-187859 As filed with the Securities and Exchange Commission on May 10, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registrant as specified in its chart |
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| May 13, 2013 |
Exhibit 10.16 LIQUID HOLDINGS GROUP, LLC 2012 AMENDED AND RESTATED STOCK INCENTIVE PLAN Adopted by the Board: April 5, 2013 Adopted by the Members: April 5, 2013 ARTICLE I PURPOSE The purpose of this Amended and Restated Stock Incentive Plan (the “Plan”) is to advance the interests of Liquid Holdings Group, LLC (the “Company”) by providing a means by which selected Employees, Directors and Advisor |
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| May 13, 2013 |
EX-10.17 Exhibit 10.17 AGREEMENT THIS AGREEMENT (the “Agreement”) dated this 2nd day of January 2012 (the “Effective Date”), is entered into by and between Liquid Trading Management LLC (“LTM”), and LTI, LLC (“LTI”). LTM and LTI are sometimes referred to herein as “the parties.” WITNESSETH In consideration of the mutual promises set forth herein, the parties hereby agree as follows: TERM Unless ot |
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| May 10, 2013 |
SEC Letter GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] May 10, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Branch Chief – Lega |
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| April 17, 2013 |
Correspondence Letter Glenn R. Pollner Direct: +1 212.351.2333 Fax: +1 212.351.6333 [email protected] April 17, 2013 VIA EDGAR AND OVERNIGHT DELIVERY United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 FOIA Confidential Treatment Request Under 17 C.F.R § 200.83 Attention: Mark P. Shuman Matthew Crispino Stephen G. Kirkorian |
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| April 11, 2013 |
Exhibit 10.9 STANDARD OFFICE LEASE Agreement of Lease, made of this 1 day of May, in the year 2012, between Joseph P. Day Realty Corp., as agent for 800 Third Avenue Associates, LLC, 9 East 40th Street, New York, New York 10016 Party of the first part, hereinafter referred to as OWNER, and Liquid Holdings Group, LLC having an office at 800 Third Avenue NY, NY Party of the second part, hereinafter |
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| April 11, 2013 |
EX-10.12 Exhibit 10.12 February 24, 2013 VIA EMAIL Mr. Robert O’Boyle OFFER OF EMPLOYMENT WITH LIQUID HOLDINGS GROUP, LLC I am pleased to confirm our offer to you for the position of Executive Vice President, Director of Sales and Marketing for Liquid Holdings Group, LLC and its affiliated entities (together “LIQUID”) starting March 1, 2013 (the “Effective Date”) and ending March 1, 2015. LIQUID w |
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| April 11, 2013 |
LIQUID HOLDINGS GROUP, LLC AMENDED AND RESTATED 2012 EQUITY PLAN Exhibit 10.2 LIQUID HOLDINGS GROUP, LLC AMENDED AND RESTATED 2012 EQUITY PLAN The purpose of the Liquid Holdings Group, LLC 2012 Amended and Restated Equity Plan (the “Plan”) is to provide designated employees, consultants and managers of Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”) and its parents, affiliates and subsidiaries (hereinafter, a “Company Affiliate” |
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| April 11, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.6 Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 6th day of December, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Storms (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate company |
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| April 11, 2013 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 2.15 CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Mem |
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| April 11, 2013 |
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT EX-2.7 Exhibit 2.7 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 21 day of July, 2012, by and among Liquid Holdings Group, LLC (as assignee of Liquid Trading Holdings Limited), a Delaware limited liability company (“Buyer”), Joseph Gamberale (“Gamberale”), the Douglas J |
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| April 11, 2013 |
Exhibit 2.3 STOCK PURCHASE AGREEMENT by and among LIQUID PRIME HOLDINGS LLC and EDWARD DAVIS With respect to the capital stock of TACONIC CAPITAL GROUP INC. Dated as of October 27, 2011 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), is made and entered into as of October 27, 2011, by and among Liquid Prime Holdings LLC (“Purchaser”) and Edward Davis (“Seller”), as may b |
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| April 11, 2013 |
EX-2.2 Exhibit 2.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Richard Schaeffer (“Assignor”), SHAF Holdings, LLC, a New York limited liability company (“SHAF Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is the record and bene |
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| April 11, 2013 |
S-1 Table of Contents Registration No. 333- As filed with the Securities and Exchange Commission on April 11, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LIQUID HOLDINGS GROUP, LLC (to be converted into Liquid Holdings Group, Inc.) (Exact name of registrant as specified in its charter) Delaware 7372 4 |
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| April 11, 2013 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 2.16 CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (each, a “Member” and collecti |
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| April 11, 2013 |
EX-10.14 Exhibit 10.14 SHARE ISSUANCE AGREEMENT THIS SHARE ISSUANCE AGREEMENT (this “Agreement”), dated as of April 5, 2013 (the “Effective Date”), is between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”) and D&L Partners, L.P. (“D&L Partners”). Capitalized terms used herein, but not defined, shall have the meanings ascribed to them in the Limited Liability Compa |
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| April 11, 2013 |
EX-10.10 Exhibit 10.10 STANDARD OFFICE LEASE Agreement of Lease, made this 24th day of July, in the year 2012, between Joseph P. Day Realty Corp., as agent for 800 Third Avenue Associates, LLC, having an office at 9 East 40th Street, New York, New York 10016 Party of the first part, hereinafter referred to as OWNER, and Liquid Holdings Group, LLC, having an office at 800 Third Avenue, New York, Ne |
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| April 11, 2013 |
Exhibit 2.12 CONTRIBUTION AGREEMENT BY AND AMONG TRAGARA ALPHA PARTNERS LLC AND LIQUID HOLDINGS GROUP, LLC APRIL 27, 2012 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into as of this 27th day of April, 2012, by and among Liquid Holdings Group, LLC. a Delaware limited liability company (the “Company”), and Tragara Alpha Partners LLC, a New York limited liability |
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| April 11, 2013 |
Exhibit 2.8 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and among Liquid Trading Holdings LLC, a Delaware limited liability company (“Assignor”), CMK Keller Holdings, LLC, a Delaware limited liability company (“Keller Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RE |
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| April 11, 2013 |
EX-2.1 Exhibit 2.1 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is the record |
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| April 11, 2013 |
LIQUID TRADING INTERNATIONAL, LLP DEMAND PROMISSORY NOTE $5,000,000 June 11, 2012 Exhibit 10.15 LIQUID TRADING INTERNATIONAL, LLP DEMAND PROMISSORY NOTE $5,000,000 June 11, 2012 FOR VALUE RECEIVED, LIQUID TRADING INT’L, LLP, a limited liability partnership incorporated in England and Wales (the “Company”), unconditionally promises to pay to the order of LIQUID HOLDINGS GROUP, LLC, a Delaware limited liability company (“Lender”), in the manner and at the place hereinafter provid |
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| April 11, 2013 |
EX-2.14 Exhibit 2.14 ASSIGNMENT This Assignment (this “Assignment”) is entered into as of July 30, 2012, by Ferdinand Trading, LLC, a Delaware limited liability company, Brian Ferdinand, Ferris Ventures, LLC an Arizona limited liability company and Robert Keller (each an “Assignor” and together, the “Assignors”), with and for the benefit of Liquid Holdings Group LLC, a Delaware limited liability c |
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| April 11, 2013 |
EX-2.6 Exhibit 2.6 TRANSFER AGREEMENT THIS TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of the 11th day of May, 2012 by and between Liquid Trading Holdings Limited, a company incorporated under the laws of Guernsey (“Assignor”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is a party to that certain Membership Int |
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| April 11, 2013 |
EX-2.11 Exhibit 2.11 D A T E D 23 APRIL 2012 (1) NICHOLAS BELL AND DARREN DAVY (2) LIQUID HOLDINGS GROUP, LLC (3) BELLSOLVE LIMITED SHARE PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE SHARES IN FUNDSOLVE LIMITED 17/04/2012 JFW/JEB/JB/505706.00001 Reed Smith LLP The Broadgate Tower 20 Primrose Street London EC2A 2RS Phone: +44 (0) 203 116 3000 Fax: +44 (0) 203 116 3999 DX 1066 City reedsm |
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| April 11, 2013 |
EX-10.8 Exhibit 10.8 OFFICE LEASE AGREEMENT FOR AVENTURA CORPORATE CENTER III — OFFICE BUILDING 20807 Biscayne Boulevard Aventura, Florida TENANT: Green Mountain Analytics, LLC INDEX PARAGRAPH PAGE SCHEDULE 1 1. DEFINITIONS 2 2. LEASE GRANT; LEASE TERM 3 3. USE 3 4. BASE RENTAL 4 5. OPERATING EXPENSES 4 6. SERVICES TO BE FURNISHED BY LANDLORD 7 7. CONDITION OF PREMISES 9 8. GRAPHICS 9 9. CARE OF T |
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| April 11, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.4 21 d484709dex104.htm EX-10.4 Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 27th day of November, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Richard Schaeffer (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdin |
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| April 11, 2013 |
SEC Letter GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212.351.4000 www.gibsondunn.com Glenn R. Pollner Direct: +I 212.351.2333 Fax: +I 212.351.6333 [email protected] April 11, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Branch Chief – Legal Re: Liquid Holdings |
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| April 11, 2013 |
LIQUID HOLDINGS GROUP, LLC SUBSCRIPTION AGREEMENT EX-10.1 Exhibit 10.1 LIQUID HOLDINGS GROUP, LLC SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is dated as of June 28, 2012, by and between Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”), and HA Investment III, L.L.C. (the “Subscriber”). The Company now desires to issue and sell to the Subscriber, and the Subscriber desires to purchase from t |
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| April 11, 2013 |
EX-10.11 28 d484709dex1011.htm EX-10.11 Exhibit 10.11 STANDARD OFFICE LEASE Agreement of Lease, made of this 1 day of May, in the year 2012, between Joseph P. Day Realty Corp., as agent for 800 Third Avenue Associates, LLC, 9 East 40th Street, New York, New York 10016 Party of the first part, hereinafter referred to as OWNER, and Liquid Prime Services, Inc., having an office at 800 Third Avenue NY |
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| April 11, 2013 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.5 Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 27th day of November, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Ferdinand (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate com |
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| April 11, 2013 |
EX-2.10 Exhibit 2.10 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of June, 2012 by and among Liquid Trading Holdings II LLC, a Delaware limited liability company (“Assignor”), Solomon Yakoby (“Yakoby”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is the record and be |
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| April 11, 2013 |
EX-2.9 Exhibit 2.9 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of April, 2012 by and among LT World Limited, a company incorporated under the laws of England and Wales (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability co |
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| April 11, 2013 |
EX-2.5 Exhibit 2.5 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN LIQUID TRADING HOLDINGS LIMITED AND JOSEPH GAMBERALE, EDWARD FEIGELES, D&L PARTNERS, L.P., DOUGLAS J. VON ALLMEN AND JOHN ALLEN Dated December 30, 2011 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 2.1 Purchase and Sale of Units 5 2.2 Closing 5 2.3 Closing Deliveries 5 2.4 Holding |
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| April 11, 2013 |
EX-2.4 Exhibit 2.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is the record |
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| April 11, 2013 |
AMENDMENT NO. 1 TO THE TRAGARA ALPHA PARTNERS LLC CONTRIBUTION AGREEMENT EX-2.13 14 d484709dex213.htm EX-2.13 Exhibit 2.13 AMENDMENT NO. 1 TO THE TRAGARA ALPHA PARTNERS LLC CONTRIBUTION AGREEMENT Reference is hereby made to the Contribution Agreement (the “Contribution Agreement”) dated as of April 27, 2012, by and among Tragara Alpha Partners LLC, a New York limited liability company (the “Contributor”) and Liquid Holdings Group, LLC, a Delaware limited liability comp |
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| April 11, 2013 |
EX-10.7 Exhibit 10.7 August 23, 2012 VIA EMAIL Kenneth Shifrin OFFER OF EMPLOYMENT WITH Liquid Holdings Group, LLC I am pleased to confirm our offer to you for the position of Chief Financial Officer (“CFO”) for Liquid Holdings Group, LLC and its affiliated entities (together “LIQUID”) starting September 19, 2012, at an annual salary of $250,000 paid on in accordance with LIQUID’S current payroll |
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| April 11, 2013 |
Exhibit 10.3 LIQUID HOLDINGS GROUP, LLC 2012 STOCK INCENTIVE PLAN Adopted by the Board: November 2, 2012 Adopted by the Members: November 2, 2012 ARTICLE I PURPOSE The purpose of this Stock Incentive Plan (the “Plan”) is to advance the interests of Liquid Holdings Group, LLC (the “Company”) by providing a means by which selected Employees, Directors and Advisors of the Company, and its Affiliates, |
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| April 11, 2013 |
Exhibit 10.13 March 13, 2013 VIA EMAIL Mr. Jose Ibietatorremendia OFFER OF EMPLOYMENT WITH LIQUID HOLDINGS GROUP, LLC I am pleased to confirm our offer to you for the position of General Counsel of Liquid Holdings Group, LLC and its affiliated entities (together “LIQUID”) starting March 13, 2013 (the “Effective Date”), at an annual salary of $300,000 paid in accordance with LIQUID’s current payrol |
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| December 11, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 27th day of November, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Richard Schaeffer (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any other affiliate company o |
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| December 11, 2012 |
Lease between Liquid Holdings Group, LLC and 800 Third Avenue Associates, LLC Exhibit 10. |
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| December 11, 2012 |
Form S-1 Draft Registration Statement Table of Contents As submitted confidentially to the Securities and Exchange Commission on December 11, 2012 pursuant to the Jumpstart Our Business Startups Act Registration No. |
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| December 11, 2012 |
EX-2.11 12 filename12.htm Exhibit 2.11 D A T E D 23 APRIL 2012 (1) NICHOLAS BELL AND DARREN DAVY (2) LIQUID HOLDINGS GROUP, LLC (3) BELLSOLVE LIMITED SHARE PURCHASE AGREEMENT FOR THE SALE AND PURCHASE OF ALL THE SHARES IN FUNDSOLVE LIMITED 17/04/2012 JFW/JEB/JB/505706.00001 Reed Smith LLP The Broadgate Tower 20 Primrose Street London EC2A 2RS Phone: +44 (0) 203 116 3000 Fax: +44 (0) 203 116 3999 D |
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| December 11, 2012 |
Exhibit 2.3 STOCK PURCHASE AGREEMENT by and among LIQUID PRIME HOLDINGS LLC and EDWARD DAVIS With respect to the capital stock of TACONIC CAPITAL GROUP INC. Dated as of October 27, 2011 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”), is made and entered into as of October 27, 2011, by and among Liquid Prime Holdings LLC (“Purchaser”) and Edward Davis (“Seller”), as may b |
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| December 11, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT Employment Agreement between Liquid Holdings Group, LLC and Brian Storms Exhibit 10. |
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| December 11, 2012 |
LIQUID HOLDINGS GROUP, LLC AMENDED AND RESTATED 2012 EQUITY PLAN EX-10.2 19 filename19.htm Exhibit 10.2 LIQUID HOLDINGS GROUP, LLC AMENDED AND RESTATED 2012 EQUITY PLAN The purpose of the Liquid Holdings Group, LLC 2012 Amended and Restated Equity Plan (the “Plan”) is to provide designated employees, consultants and managers of Liquid Holdings Group, LLC, a Delaware limited liability company (the “Company”) and its parents, affiliates and subsidiaries (hereinaf |
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| December 11, 2012 |
FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT EX-2.7 8 filename8.htm Exhibit 2.7 FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT THIS FIRST AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”) is made and entered into as of this 21 day of July, 2012, by and among Liquid Holdings Group, LLC (as assignee of Liquid Trading Holdings Limited), a Delaware limited liability company (“Buyer”), Joseph Gamberale (“Gamberale” |
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| December 11, 2012 |
Contribution Agreement Exhibit 2.4 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Brian Ferdinand (“Assignor”), Ferdinand Holdings, LLC, a Delaware limited liability company (“Ferdinand Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assigno |
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| December 11, 2012 |
Employment Offer Letter between Liquid Holdings Group, LLC and Kenneth Shifrin Exhibit 10. |
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| December 11, 2012 |
Lease between Liquid Holdings Group, LLC and 800 Third Avenue Associates, LLC Exhibit 10. |
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| December 11, 2012 |
EX-2.12 13 filename13.htm Exhibit 2.12 CONTRIBUTION AGREEMENT BY AND AMONG TRAGARA ALPHA PARTNERS LLC AND LIQUID HOLDINGS GROUP, LLC APRIL 27, 2012 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”), is entered into as of this 27th day of April, 2012, by and among Liquid Holdings Group, LLC. a Delaware limited liability company (the “Company”), and Tragara Alpha Partners LLC, a |
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| December 11, 2012 |
Lease between Liquid Prime Services, Inc. and 800 Third Avenue Associates, LLC Exhibit 10.11 STANDARD OFFICE LEASE Agreement of Lease, made of this 1 day of May, in the year 2012, between Joseph P. Day Realty Corp., as agent for 800 Third Avenue Associates, LLC, 9 East 40th Street, New York, New York 10016 Party of the first part, hereinafter referred to as OWNER, and Liquid Prime Services, Inc., |
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| December 11, 2012 |
CONTRIBUTION AND EXCHANGE AGREEMENT Contribution and Exchange Agreement Exhibit 2.15 CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 27 day of August, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), Green Mountain Analytics, LLC, a Delaware limited liability company (the “Company”), and the undersigned |
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| December 11, 2012 |
EX-2.5 6 filename6.htm Exhibit 2.5 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN LIQUID TRADING HOLDINGS LIMITED AND JOSEPH GAMBERALE, EDWARD FEIGELES, D&L PARTNERS, L.P., DOUGLAS J. VON ALLMEN AND JOHN ALLEN Dated December 30, 2011 TABLE OF CONTENTS Page No. ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE; CLOSING 5 2.1 Purchase and Sale of Units 5 2.2 Closing 5 2.3 Closing Deliverie |
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| December 11, 2012 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-2.16 17 filename17.htm Exhibit 2.16 CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is entered into as of the 30th day of September, 2012, by and among Liquid Holdings Group, LLC, a Delaware limited liability company (“Liquid Holdings”), LTI, LLC, a Delaware limited liability company (the “Company”), and the undersigned members of the Company (eac |
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| December 11, 2012 |
Lease between Green Mountain Analytics,LLC and ACC/GP Development LLC Exhibit 10.8 OFFICE LEASE AGREEMENT FOR AVENTURA CORPORATE CENTER III — OFFICE BUILDING 20807 Biscayne Boulevard Aventura, Florida TENANT: Green Mountain Analytics, LLC INDEX PARAGRAPH PAGE SCHEDULE 1 1. DEFINITIONS 2 2. LEASE GRANT; LEASE TERM 3 3. USE 3 4. BASE RENTAL 4 5. OPERATING EXPENSES 4 6. SERVICES TO BE FURNISHED BY LA |
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| December 11, 2012 |
EX-2.10 11 filename11.htm Exhibit 2.10 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 5th day of June, 2012 by and among Liquid Trading Holdings II LLC, a Delaware limited liability company (“Assignor”), Solomon Yakoby (“Yakoby”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is |
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| December 11, 2012 |
EXECUTIVE EMPLOYMENT AGREEMENT EX-10.5 22 filename22.htm Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (this “Agreement”) is made as of the 27th day of November, 2012 by and between Liquid Holdings Group, LLC, a Delaware limited liability company (“Holdings” or the “Employer”), and Brian Ferdinand (the “Executive”). Holdings, any direct or indirect wholly-owned subsidiary of Holdings, and any o |
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| December 11, 2012 |
Gibson, Dunn & Crutcher LLP GIBSON DUNN 200 Park Avenue New York, NY 10166-0193 Tel 212. |
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| December 11, 2012 |
2012 Stock Incentive Plan Exhibit 10.3 LIQUID HOLDINGS GROUP, LLC 2012 STOCK INCENTIVE PLAN Adopted by the Board: November 2, 2012 Adopted by the Members: November 2, 2012 ARTICLE I PURPOSE The purpose of this Stock Incentive Plan (the “Plan”) is to advance the interests of Liquid Holdings Group, LLC (the “Company”) by providing a means by which selected Employees, Directors and Advisors of the Co |
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| December 11, 2012 |
Contribution Agreement Exhibit 2.2 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and between Richard Schaeffer (“Assignor”), SHAF Holdings, LLC, a New York limited liability company (“SHAF Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RECITALS WHEREAS, Assignor is the |
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| December 11, 2012 |
Exhibit 2.8 CONTRIBUTION AGREEMENT THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 24 day of April, 2012 by and among Liquid Trading Holdings LLC, a Delaware limited liability company (“Assignor”), CMK Keller Holdings, LLC, a Delaware limited liability company (“Keller Holdings”) and Liquid Holdings Group, LLC, a Delaware limited liability company (“Assignee”). RE |
