Edgar Filing: INTERMOLECULAR INC

Ownership Submission

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 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 ^*

BARUCH THOMAS R

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

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

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

(Last)

(First)

(Middle)

CMEA VENTURES, ONE LETTERMAN DRIVE, BLDG. C, STE. CM500

3. Date of Earliest Transaction (Month/Day/Year)
11/23/2011

(Street)

SAN FRANCISCO, CA 94129-2402

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.001 per share	11/23/2011		C		1,923,912	A	⁽¹⁾	1,923,912	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		3,663,703	A	⁽¹⁾	5,587,615	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		998,371	A	⁽¹⁾	6,585,986	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		495,503	A	⁽¹⁾	7,081,489	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		294,011	A	⁽¹⁾	7,375,500	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		44,798	A	⁽¹⁾	44,798	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		86,249	A	⁽¹⁾	131,047	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		23,389	A	⁽¹⁾	154,436	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		11,613	A	⁽¹⁾	166,049	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		6,894	A	⁽¹⁾	172,943	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

3,847,824

⁽⁴⁾

⁽⁵⁾

Common Stock

1,923,912

⁽¹⁾

See Footnote ⁽²⁾

Series A Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

89,597

⁽⁴⁾

⁽⁵⁾

Common Stock

44,798

⁽¹⁾

See Footnote ⁽³⁾

Series B Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

7,327,408

⁽⁴⁾

⁽⁵⁾

Common Stock

3,663,703

⁽¹⁾

See Footnote ⁽²⁾

Series B Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

172,498

⁽⁴⁾

⁽⁵⁾

Common Stock

86,249

⁽¹⁾

See Footnote ⁽³⁾

Series C Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

1,996,743

⁽⁴⁾

⁽⁵⁾

Common Stock

998,371

⁽¹⁾

See Footnote ⁽²⁾

Series C Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

46,778

⁽⁴⁾

⁽⁵⁾

Common Stock

23,389

⁽¹⁾

See Footnote ⁽³⁾

Series D Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

991,007

⁽⁴⁾

⁽⁵⁾

Common Stock

495,503

⁽¹⁾

See Footnote ⁽²⁾

Series D Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

23,226

⁽⁴⁾

⁽⁵⁾

Common Stock

11,613

⁽¹⁾

See Footnote ⁽³⁾

Series E Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

588,023

⁽⁴⁾

⁽⁵⁾

Common Stock

294,011

⁽¹⁾

See Footnote ⁽²⁾

Series E Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

13,788

⁽⁴⁾

⁽⁵⁾

Common Stock

6,894

⁽¹⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARUCH THOMAS R CMEA VENTURES ONE LETTERMAN DRIVE, BLDG. C, STE. CM500 SAN FRANCISCO, CA 94129-2402	X	X

Signatures

/s/ Thomas R. Baruch		11/23/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A, Series B, Series C, Series D and Series E Convertible Preferred Stock automatically converted into one-half of one share of common stock immediately prior to the consummation of the Issuer's initial public offering.
(2)	The shares are held by CMEA Ventures VI, L.P. ("CMEA Ventures VI"). Thomas R. Baruch, a member of Issuer's board of directors, is a general partner of CMEA Ventures VI Management, L.P. ("CMEA VI Management'), the general partner of CMEA Ventures VI, and has voting and investment power over the shares held by CMEA Ventures VI. Mr. Baruch disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(3)	The shares are held by CMEA Ventures VI GmbH & Co. KG ("CMEA Ventures VI GmbH"). Thomas R. Baruch, a member of Issuer's board of directors, is a general partner of CMEA VI Management, the managing limited partner of CMEA Ventures VI GmbH, and has voting and investment power over the shares held by CMEA Ventures VI GmbH. Mr. Baruch disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(4)	The securities are immediately convertible.
(5)	The expiration date is not relevant to the conversion of these securities.

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