FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
INTERMOLECULAR INC [ IMI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/13/2013 | J(1) | 999,529 | D | $0 | 6,375,971 | D(2) | |||
Common Stock | 06/13/2013 | J(3) | 22,891 | D | $0 | 150,052 | D(4) | |||
Common Stock | 06/13/2013 | J(5) | 20,218 | D | $0 | 0 | D(6) | |||
Common Stock | 06/14/2013 | S | 3,546 | D | $7.2525(7) | 0 | D(8) | |||
Common Stock | 06/14/2013 | S | 3,546 | D | $7.2808(9) | 0 | D(10) | |||
Common Stock | 07/05/2013 | S | 3,146 | D | $7.4227(11) | 400 | D(12) | |||
Common Stock | 07/09/2013 | S | 400 | D | $7.3375(13) | 0 | D(12) | |||
Common Stock | 09/09/2013 | J(1) | 999,529 | D | $0 | 5,376,442 | D(2) | |||
Common Stock | 09/09/2013 | J(3) | 22,891 | D | $0 | 127,161 | D(4) | |||
Common Stock | 09/09/2013 | J(5) | 20,218 | D | $0 | 0 | D(6) | |||
Common Stock | 09/12/2013 | S | 3,546 | D | $5.6131(14) | 0 | D(8) | |||
Common Stock | 03/12/2014 | J(1) | 999,529 | D | $0 | 4,376,913 | D(2) | |||
Common Stock | 03/12/2014 | J(3) | 22,891 | D | $0 | 104,270 | D(4) | |||
Common Stock | 03/12/2014 | J(5) | 20,218 | D | $0 | 0 | D(6) | |||
Common Stock | 03/13/2014 | S | 1,528 | D | $2.7179(15) | 2,018 | D(8) | |||
Common Stock | 03/14/2014 | S | 1,307 | D | $2.7537(16) | 711 | D(8) | |||
Common Stock | 03/14/2014 | S | 1,251 | D | $2.7548(17) | 5,841 | D(10) | |||
Common Stock | 03/17/2014 | S | 1,241 | D | $2.7475(18) | 4,600 | D(10) | |||
Common Stock | 03/18/2014 | S | 711 | D | $2.75 | 0 | D(8) | |||
Common Stock | 03/19/2014 | S | 1,800 | D | $2.8336(19) | 2,800 | D(10) | |||
Common Stock | 03/20/2014 | S | 1,800 | D | $2.8636(20) | 1,000 | D(10) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: 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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Distribution of shares in kind by CMEA Ventures VI, L.P. ("CMEA VI") on a pro rata basis to its partners. |
2. The shares are directly held by CMEA VI. The general partner of CMEA VI is CMEA Ventures VI Management, L.P. ("CMEA GP"). The general partners of CMEA GP include Faysal Sohail ("Sohail"), James Watson ("Watson") and David Collier ("Collier", and collectively with Sohail and Watson, the "General Partners") and, as such, each of CMEA GP and the General Partners exercises shared voting and investment power over the shares held of record by CMEA VI. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any. |
3. Distribution of shares in kind by CMEA Ventures VI GmbH & Co. KG ("CMEA VI GmbH") on a pro rata basis to its partners. |
4. The shares are directly held by CMEA VI GmbH. The managing limited partner of CMEA VI GmbH is CMEA GP and, as such, each of CMEA GP and the General Partners exercises shared voting and investment power over the shares held of record by CMEA VI GmbH. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any. |
5. CMEA GP received shares distributed in kind by CMEA VI and CMEA VI GmbH on a pro rata basis to each such Reporting Person's partners and, in turn, made a distribution of shares in kind on a pro rata basis to its own partners. Each of the Reporting Persons disclaims beneficial ownership of CMEA GP's shares except to the extent of their pecuniary interest therein, if any. |
6. Each General Partner received shares distributed in kind by CMEA GP on a pro rata basis to its partners. |
7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.20 to $7.30, inclusive. Collier undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
8. The shares are directly held by Collier. |
9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.265 to $7.30, inclusive. Watson undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
10. The shares are directly held by Watson. |
11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.36 to $7.45, inclusive. Sohail undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
12. The shares are directly held by Sohail. |
13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.29 to $7.37, inclusive. Sohail undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
14. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.58 to $5.65, inclusive. Collier undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
15. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.69 to $2.78, inclusive. Collier undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
16. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.72 to $2.79, inclusive. Collier undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
17. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.72 to $2.79, inclusive. Watson undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
18. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.72 to $2.82, inclusive. Watson undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
19. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.825 to $2.89, inclusive. Watson undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
20. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $2.89, inclusive. Watson undertakes to provide to Intermolecular, Inc., any security holder of Intermolecular, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
Remarks: |
/s/ James F. Watson, General Partner of CMEA Ventures VI Management, L.P., General Partner of CMEA Ventures VI, L.P. | 06/25/2014 | |
/s/ James F. Watson, General Partner of CMEA Ventures VI Management, L.P., managing limited partner of CMEA Ventures VI GmbH & Co. KG | 06/25/2014 | |
/s/ James F. Watson, General Partner of CMEA Ventures VI Management, L.P. | 06/25/2014 | |
/s/ David J. Collier | 06/25/2014 | |
/s/ Faysal A. Sohail | 06/25/2014 | |
/s/ James F. Watson | 06/25/2014 | |
** 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 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |