Edgar Filing: WALECKA JOHN L

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 ^*

WALECKA JOHN L

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)

REDPOINT VENTURES 3000 SAND HILL ROAD, BLDG. TWO, SUITE 290

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

(Street)

MENLO PARK, CA 94025

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		1,924,217	A	⁽¹⁾	1,924,217	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		3,665,204	A	⁽¹⁾	5,589,421	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		998,668	A	⁽¹⁾	6,588,089	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		495,655	A	⁽¹⁾	7,083,744	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		339,647	A	⁽¹⁾	7,423,391	I	See Footnote ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		44,493	A	⁽¹⁾	44,493	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		84,748	A	⁽¹⁾	129,241	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		23,092	A	⁽¹⁾	152,333	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		11,461	A	⁽¹⁾	163,794	I	See Footnote ⁽³⁾
Common Stock, $0.001 per share	11/23/2011		C		7,854	A	⁽¹⁾	171,648	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

3,848,435

⁽⁴⁾

⁽⁵⁾

Common Stock

1,924,217

⁽¹⁾

See Footnote ⁽²⁾

Series A Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

88,986

⁽⁴⁾

⁽⁵⁾

Common Stock

44,493

⁽¹⁾

See Footnote ⁽³⁾

Series B Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

7,330,408

⁽⁴⁾

⁽⁵⁾

Common Stock

3,665,204

⁽¹⁾

See Footnote ⁽²⁾

Series B Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

169,498

⁽⁴⁾

⁽⁵⁾

Common Stock

84,748

⁽¹⁾

See Footnote ⁽³⁾

Series C Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

1,997,337

⁽⁴⁾

⁽⁵⁾

Common Stock

998,668

⁽¹⁾

See Footnote ⁽²⁾

Series C Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

46,184

⁽⁴⁾

⁽⁵⁾

Common Stock

23,092

⁽¹⁾

See Footnote ⁽³⁾

Series D Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

991,311

⁽⁴⁾

⁽⁵⁾

Common Stock

495,655

⁽¹⁾

See Footnote ⁽²⁾

Series D Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

22,922

⁽⁴⁾

⁽⁵⁾

Common Stock

11,461

⁽¹⁾

See Footnote ⁽³⁾

Series E Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

679,295

⁽⁴⁾

⁽⁵⁾

Common Stock

339,647

⁽¹⁾

See Footnote ⁽²⁾

Series E Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

15,708

⁽⁴⁾

⁽⁵⁾

Common Stock

7,854

⁽¹⁾

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WALECKA JOHN L REDPOINT VENTURES 3000 SAND HILL ROAD BLDG. TWO, SUITE 290 MENLO PARK, CA 94025	X	X

Signatures

/s/ John L. Walecka		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 owned by Redpoint Ventures II, L.P. ("RV II"). Mr. Walecka serves as a Managing Director of Redpoint Ventures II, LLC ("RV II LLC"), which serves as the sole General Partner of RV II. As such, Mr. Walecka may be deemed to beneficially own the shares held by RV II. Mr. Walecka disclaims beneficial ownership of the shares reported herein, except to the extent of his proportionate pecuniary interest therein.
(3)	The shares are owned by Redpoint Associates II, LLC ("Redpoint Associates"). Mr. Walecka serves as a managing member of Redpoint Associates and may be deemed to indirectly beneficially own such shares. Mr. Walecka 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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