Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LLC Carlyle Liquid Holdings
   2. Issuer Name and Ticker or Trading Symbol
LIQUIDMETAL TECHNOLOGIES INC [LQMT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2 GANNETT DRIVE SUITE 201		 3. Date of Earliest Transaction (Month/Day/Year)
04/29/2011
(Street)

WHITE PLAINS, NY 10604		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 04/29/2011   M(1)   3,400,845 A $ 0.1 3,400,845 D  
Common Stock 04/29/2011   J(2)   3,400,845 D $ 0.1 0 D  
Common Stock 04/29/2011   M(3)   2,747,762 A $ 0.22 2,747,762 D  
Common Stock 04/29/2011   J(2)   2,746,988 D $ 0.22 774 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A-1 Preferred Stock $ 0.1 04/29/2011   J(5)     86,785   (4)   (4) Common Stock 4,339,250 $ 5 391,829 D  
Series A-2 Preferred Stock $ 0.22 04/29/2011   J(5)     154,261   (4)   (4) Common Stock 3,505,931 $ 5 696,469 D  
Warrant (right to buy) $ 0.49 04/29/2011   J(6)     4,002,341 05/01/2009 07/31/2015 Common Stock 4,002,341 $ 0.5 18,071,878 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LLC Carlyle Liquid Holdings
2 GANNETT DRIVE SUITE 201
WHITE PLAINS, NY 10604		     X    

Signatures

 Ricardo Salas   06/10/2011
**Signature of Reporting Person Date
 John Kang   06/10/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Acquisition of Common Stock pursuant to conversion of Series A-1 Preferred Stock.
(2) Shares of the issuer's Common Stock were distribution to a member of Carlyle Liquid Holdings, LLC in a pro-rata distribution according to its respective ownership percentage.
(3) Acquisition of Common Stock pursuant to conversion of Series A-2 Preferred Stock.
(4) Each share of the Series A Preferred Stock is convertible into shares of common stock at the time and under the circumstances described in the Amended Certificate of Designations, Preferences and Rights for Series A Preferred Stock. The Series A Preferred Stock has no expiration date.
(5) Shares of Series A Preferred Stock were converted and/or transferred to the members of Carlyle Liquid Holdings, LLC in a pro-rata distribution.
(6) Warrants were transferred to the members of Carlyle Liquid Holdings, LLC in a pro-rata distribution.

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