Edgar Filing: INTERMOLECULAR INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Redpoint Ventures II, L.P.

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2011

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

(Last)

(First)

(Middle)

3000 SAND HILL ROAD,Â BUILDING TWO, SUITE 290

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

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

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MENLO PARK,Â CAÂ 94025

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	1,924,217	$ 0	I	See Footnote ⁽⁴⁾
Series A Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	44,493	$ 0	I	See Footnote ⁽⁵⁾
Series B Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	3,665,204	$ 0	I	See Footnote ⁽⁴⁾
Series B Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	84,748	$ 0	I	See Footnote ⁽⁵⁾
Series C Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	998,668	$ 0	I	See Footnote ⁽⁴⁾
Series C Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	23,092	$ 0	I	See Footnote ⁽⁵⁾
Series D Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	495,655	$ 0	I	See Footnote ⁽⁴⁾
Series D Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	11,461	$ 0	I	See Footnote ⁽⁵⁾
Series E Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	339,647	$ 0	I	See Footnote ⁽⁴⁾
Series E Convertible Preferred Stock ⁽¹⁾	Â ⁽²⁾	Â ⁽³⁾	Common Stock	7,854	$ 0	I	See Footnote ⁽⁵⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Redpoint Ventures II, L.P. 3000 SAND HILL ROAD BUILDING TWO, SUITE 290 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Redpoint Associates II, LLC 3000 SAND HILL ROAD BUILDING TWO, SUITE 290 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â
Redpoint Ventures II, LLC 3000 SAND HILL ROAD BUILDING TWO, SUITE 290 MENLO PARK,Â CAÂ 94025	Â	Â X	Â	Â

Signatures

REDPOINT VENTURES II, L.P. By: Redpoint Ventures II, LLC Its: General Partner By: /s/ John L. Walecka, Managing Director		11/17/2011
^**Signature of Reporting Person		Date
REDPOINT ASSOCIATES II, LLC By: /s/ John L. Walecka, Manager		11/17/2011
^**Signature of Reporting Person		Date
REDPOINT VENTURES II, LLC By: /s/ John L. Walecka, Managing Director		11/17/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each share of Series A, Series B, Series C, Series D and Series E Convertible Preferred Stock will automatically convert on a 1-for-2 basis into common stock upon the consummation of the Issuer's initial public offering.
(2)	The securities are immediately convertible.
(3)	The expiration date is not relevant to the conversion of these securities.
(4)	The shares are owned by Redpoint Ventures II, L.P. ("RV II"). Redpoint Ventures II, LLC ("RV II LLC") serves as the sole General Partner of RV II. As such, RV II LLC has voting and investment control over the shares owned by RV II, and may be deemed to beneficially own the shares held by RV II. RV II LLC owns no securities of the Issuer directly. RV II LLC disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
(5)	The shares are owned by Redpoint Associates II, LLC, which is under common control with RV II LLC.

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