Sec Form 4 Filing - Schultz Jonathan B. @ INTERMOLECULAR INC - 2019-09-20

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Schultz Jonathan B.
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 INTERMOLECULCAR, INC., 3011 N. FIRST STREET
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
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 $ 1.39 09/20/2019 U( 1 ) 75,000 ( 2 ) ( 2 ) Common Stock 75,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schultz Jonathan B.
C/O INTERMOLECULCAR, INC.
3011 N. FIRST STREET
SAN JOSE, CA95134
X
Signatures
/s/ Jonathan B. Schultz 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 )The options are fully vested due to vesting acceleration approved by the board in connection with the Merger.
( 3 )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).
** 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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