SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Miramar Venture Partners, LP

(Last)

(First)

(Middle)

2101 EAST COAST HIGHWAY, SUITE 300

(Street)

CORONA DEL MAR

92625

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2005

3. Issuer Name and Ticker or Trading Symbol
INNOVATIVE MICRO TECHNOLOGY INC [ NONE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Redeemable Preferred Stock	176,471⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,000,008⁽¹⁾	⁽²⁾	D
Warrant to Purchase Common Stock	03/15/2006	01/23/2008	Common Stock	88,235⁽¹⁾⁽⁴⁾	$0.3	D

1. Name and Address of Reporting Person^*

Miramar Venture Partners, LP

(Last)

(First)

(Middle)

2101 EAST COAST HIGHWAY, SUITE 300

(Street)

CORONA DEL MAR

92625

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Miramar Venture Associates, LLC

(Last)

(First)

(Middle)

2101 EAST COAST HIGHWAY, SUITE 300

(Street)

CORONA DEL MAR

92625

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Group Member

Explanation of Responses:

1. These securities are held by Miramar Venture Partners, L.P. Miramar Venture Associates, LLC is the general partner of Miramar Venture Partners, L.P. and disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

2. Each share of Series A-1 Convertible Preferred Stock is convertible into 5.6667 shares of Common Stock.

3. Shares of Series A-1 Convertible Preferred Stock are immediately convertible into Common Stock and such conversion right does not have an expiration date.

4. The number of shares of Common Stock issuable upon exercise of the Warrant may be adjusted downward (potentially canceling the Warrant) according to a formula based upon the Issuer's economic performance during the 2005 calendar year.

	MIRAMAR VENTURE PARTNERS, L.P.,By: Miramar Venture Associates, LLC its general partner, By: /s/ Robert Holmen, Member	02/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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