Sec Form 4 Filing - Jaggi Sandeep @ INTERMOLECULAR INC - 2014-01-28

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Jaggi Sandeep
2. Issuer Name and Ticker or Trading Symbol
INTERMOLECULAR INC [ IMI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
GC, SVP of IP
(Last) (First) (Middle)
INTERMOLECULAR, INC., 3011 NORTH FIRST STREET
3. Date of Earliest Transaction (MM/DD/YY)
01/28/2014
(Street)
SAN JOSE, CA95134-2004
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.001 par value 01/28/2014 01/28/2014( 1 ) S( 2 ) 2,322 D $ 4.06 ( 3 ) 77,978 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jaggi Sandeep
INTERMOLECULAR, INC.
3011 NORTH FIRST STREET
SAN JOSE, CA95134-2004
GC, SVP of IP
Signatures
/s/ Sandeep Jaggi 01/30/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was conducted as described in Footnote 2. The shares were sold by the executing broker as part of aggregate sales for other employees of the issuer. The Reporting Person was informed by the broker of the total number of shares sold for his account on January 28, 2014. Accordingly, pursuant to Rule 16a-3(g)(2),the deemed execution date was January 28, 2014.
( 2 )This sale was made as part of a "sell to cover taxes" arrangement in connection with the January 25, 2014 vesting of certain shares of restricted stock that the Reporting Person acquired pursuant to a restricted stock grant dated January 25, 2013. The sale was made pursuant to a 10b5-1 plan entered into by the Reporting Person. No shares were withheld by or surrendered to the issuer.
( 3 )The transaction was executed in multiple trades at a price of $4.06, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.

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).

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