Sec Form 4 Filing - SCALISE GEORGE @ INTERMOLECULAR INC - 2019-09-20

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 SCALISE GEORGE 2. Issuer Name and Ticker or Trading Symbol INTERMOLECULAR INC [ IMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O INTERMOLECULAR INC., 3011 NORTH FIRST ST. 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2019 (Street) SAN JOSE, CA95134 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 09/20/2019 U( 1 ) 160,000 D 0 I See Footnote ( 3 )

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 Stock Option $ 6.62 09/20/2019 U( 1 ) 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 5 ) 0 D Stock Option $ 8.21 09/20/2019 U( 1 ) 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 5 ) 0 D Stock Option $ 2.59 09/20/2019 U( 1 ) 10,000 ( 4 ) ( 4 ) Common Stock 10,000 ( 5 ) 0 D Stock Option $ 1.82 09/20/2019 U( 1 ) 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 5 ) 0 D Stock Option $ 1.85 09/20/2019 U( 1 ) 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 5 ) 0 D Stock Option $ 0.85 09/20/2019 U( 1 ) 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 5 ) 0 D Stock Option $ 1.39 09/20/2019 U( 1 ) 25,000 ( 4 ) ( 4 ) Common Stock 25,000 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SCALISE GEORGE C/O INTERMOLECULAR INC. 3011 NORTH FIRST ST. SAN JOSE, CA95134 X Signatures /s/ Bill Roeschlein, as Attorney-in-fact for George M. Scalise 09/20/2019 Signature of Reporting Person Date

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 )These shares are held by The Scalise Family Trust dated December 28, 1988. ( 4 )The options are fully vested due to vesting acceleration approved by the board in connection with the Merger. ( 5 )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.

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).

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