0001209191-16-137652.txt : 20160817 0001209191-16-137652.hdr.sgml : 20160817 20160817191412 ACCESSION NUMBER: 0001209191-16-137652 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160810 FILED AS OF DATE: 20160817 DATE AS OF CHANGE: 20160817 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Atomera Inc CENTRAL INDEX KEY: 0001420520 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 750 UNIVERSITY AVENUE STREET 2: SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 408-442-5248 MAIL ADDRESS: STREET 1: 750 UNIVERSITY AVENUE STREET 2: SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: MEARS TECHNOLOGIES INC DATE OF NAME CHANGE: 20071206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gerber John CENTRAL INDEX KEY: 0001681151 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37850 FILM NUMBER: 161839736 MAIL ADDRESS: STREET 1: 750 UNIVERSITY AVENUE, SUITE 280 CITY: LOS GATOS STATE: CA ZIP: 95032 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-08-10 0 0001420520 Atomera Inc ATMR 0001681151 Gerber John 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS CA 95032 1 0 0 0 Common Stock 2016-08-10 4 A 0 200000 0.00 A 237297 D Common Stock 2016-08-10 4 C 0 209810 A 447107 D Common Stock 2016-08-10 4 C 0 1382 A 448489 D 10% Senior Secured Convertible Promissory Note 2016-08-10 4 C 0 756784.30 0.00 D 2017-05-31 Common Stock 209810 0 D 10% Senior Secured Convertible Promissory Note 2016-08-10 4 C 0 5179.45 0.00 D 2017-05-31 Common Stock 1382 0 D Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's initial public offering ("IPO"). All principal and interest under the 10% senior secured convertible promissory note are convertible into shares of the Issuer's common stock as follows: (i) upon the consummation of an IPO by the Issuer, all principal and interest shall automatically convert at 50% of the IPO price, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; (ii) in the event of a subsequent private placement approved by the holders of 50% or more of the aggregate principal amount of all convertible notes, all principal and interest shall automatically convert at 50% of the offer price in the subsequent private placement, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; and (iii) until the 10th day prior to the consummation of an IPO by the Issuer, the reporting person, at his option, may convert at a conversion price of $7.362 per share. John Gerber 2016-08-17