Intermolecular Form 4 INTERMOLECULAR / IRWIN FEDERMAN ownership change

SEC Form 4

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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X

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^*

FEDERMAN IRWIN

(Last) (First) (Middle)

C/O INTERMOLECULAR INC.

3011 NORTH FIRST STREET

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INTERMOLECULAR INC [ IMI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2019

4. If Amendment, Date of 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

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	09/20/2019		U(1)		538,267	D	(2)	0	D

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 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
Stock Option	$6.62	09/20/2019		U(1)			10,000	(3)	(3)	Common Stock	10,000	(4)	0	D
Stock Option	$8.21	09/20/2019		U(1)			10,000	(3)	(3)	Common Stock	10,000	(4)	0	D
Stock Option	$2.59	09/20/2019		U(1)			10,000	(3)	(3)	Common Stock	10,000	(4)	0	D
Stock Option	$1.82	09/20/2019		U(1)			25,000	(3)	(3)	Common Stock	25,000	(4)	0	D
Stock Option	$1.85	09/20/2019		U(1)			25,000	(3)	(3)	Common Stock	25,000	(4)	0	D
Stock Option	$0.85	09/20/2019		U(1)			25,000	(3)	(3)	Common Stock	25,000	(4)	0	D
Stock Option	$1.39	09/20/2019		U(1)			25,000	(3)	(3)	Common Stock	25,000	(4)	0	D

Explanation of Responses:

1. On September 20, 2019, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6, 2019, by and among EMD Group Holding II, Inc. ("Parent"), EMD Performance Materials Semiconductor Services Corp. ("Merger Sub") and Intermolecular, Inc. (the "Company"), Merger Sub merged with and into the Company, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Company Shares," and each such share, a "Company Share") (other than Canceled Company Shares and Dissenting Company Shares) was thereupon canceled and converted into the right to receive $1.20 in cash (the "Merger Consideration"), with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger").

2. Pursuant to the Merger Agreement, the Reporting Person disposed of all Company Shares beneficially owned by it, and received the Merger Consideration for each Company Share.

3. The options are fully vested due to vesting acceleration approved by the board in connection with the Merger.

4. Pursuant to the Merger Agreement, (i) each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the effective time of the merger (the "Effective Time") was accelerated, (ii) each Company Option that remained outstanding as of immediately prior to the Effective Time was canceled and terminated as of the Effective Time and (iii) the Reporting Person of such Company Option became entitled to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of company Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the per share exercise price of such Company Option.

	/s/ Bill Roeschlein, as Attorney-in-fact for Irwin Federman	09/20/2019
	** Signature of Reporting Person	Date
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