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 ^*

ATMI INC

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

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

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

(Last)

(First)

(Middle)

7 COMMERCE DRIVE

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

(Street)

DANBURY, CT 06810

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		666,365	A	⁽¹⁾	666,365	I	By Subsidiary ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		1,643,958	A	⁽¹⁾	2,310,323	I	By Subsidiary ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		C		811,919	A	⁽¹⁾	3,122,242	I	By Subsidiary ⁽²⁾
Common Stock, $0.001 per share	11/23/2011		X		735,000	A	$ 3.76	3,857,242	I	By Subsidiary ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 C Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

1,332,731

⁽³⁾

⁽⁴⁾

Common Stock

666,365

⁽¹⁾

By Subsidiary ⁽²⁾

Series D Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

3,287,916

⁽³⁾

⁽⁴⁾

Common Stock

1,643,958

⁽¹⁾

By Subsidiary ⁽²⁾

Series E Convertible Preferred Stock ⁽¹⁾

⁽¹⁾

11/23/2011

1,623,838

⁽³⁾

⁽⁴⁾

Common Stock

811,919

⁽¹⁾

By Subsidiary ⁽²⁾

Warrant to Purchase Common Stock

$ 3.76

11/23/2011

735,000

⁽⁵⁾

12/21/2012

Common Stock

735,000

$ 0

By Subsidiary ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ATMI INC 7 COMMERCE DRIVE DANBURY, CT 06810		X

Signatures

/s/ Dan Sharkey		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)	Every two shares of Series C, Series D and Series E Convertible Preferred Stock automatically converted into one share of common stock immediately prior to the consummation of the Issuer's initial public offering.
(2)	The securities are held directly by Advanced Technology Materials, Inc., ATMI, Inc.'s wholly-owned subsidiary.
(3)	The securities are convertible at any time at the holder's election.
(4)	The securities have no expiration date.
(5)	The warrant is immediately exercisable.

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