sc13ga_022414.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 1)*

INTERMOLECULAR, INC.
(Name of Issuer)
 
COMMON STOCK, $.001 PAR VALUE PER SHARE
(Title of Class of Securities)

45882D 109
(CUSIP Number)

December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-l(b)
¨ Rule 13d-l(c)
x Rule 13d-l(d)
 
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
CUSIP No. 45882D 109
   
 
1.    Names of Reporting Persons.
 
ATMI, Inc.
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
¨   (a)
     
x  (b)
     
   
   
3.    SEC Use Only
     
   
 
4.    Citizenship or Place of Organization                 Delaware, United States

Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0
 
6.    Shared Voting Power     2,592,342
 
7.    Sole Dispositive Power    0
 
8.    Shared Dispositive Power  2,592,342

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
2,592,342
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
  ¨
 
11.  Percent of Class Represented by Amount in Row (9)              5.6%*
 
 
12.  Type of Reporting Person (See Instructions)        CO
 

*  Based on 46,105,067 shares of common stock outstanding as disclosed in the Issuer’s quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on December 13, 2013.
     
 
 
 
Page 2 of 6 Pages
 
CUSIP No. 45882D 109
  
   
 
1.    Names of Reporting Persons.
 
Advanced Technology Materials, Inc.
 
 
2.    Check the Appropriate Box if a Member of a Group (See Instructions)
   
¨   (a)
     
x  (b)
     
   
   
3.    SEC Use Only
     
   
 
4.    Citizenship or Place of Organization                 Delaware, United States

Number of
Shares
Beneficially by
Owned by Each
Reporting
Person With:
5.    Sole Voting Power     0
 
6.    Shared Voting Power     2,592,342
 
7.    Sole Dispositive Power    0
 
8.    Shared Dispositive Power  2,592,342

   
9.    Aggregate Amount Beneficially Owned by Each Reporting Person
2,592,342
 
10.  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions).      
  ¨
 
11.  Percent of Class Represented by Amount in Row (9)              5.6%*
 
 
12.  Type of Reporting Person (See Instructions)        CO
 

*  Based on 46,105,067 shares of common stock outstanding as disclosed in the Issuer’s quarterly report on Form 10-Q/A filed with the Securities and Exchange Commission on December 13, 2013.
     
 
 
 
Page 3 of 6 Pages
 
Item 1.
 
(a) Name of Issuer
 
Intermolecular, Inc.
 
(b)  Address of Issuer's Principal Executive Offices
 
3011 N. First Street
San Jose, CA 95134

Item 2.
 
(a)  Name of Person Filing
 
This Schedule 13G Amendment No. 1 is being filed by ATMI, Inc., a Delaware corporation (“ATMI”) and its wholly owned subsidiary Advanced Technology Materials, Inc., a Delaware corporation (“Advanced”).
 
(b)  Address of Principal Business Office or, if none, Residence
 
The address for each of the Reporting Persons is:
7 Commerce Drive
Danbury, CT 06810

(c)  Citizenship
 
ATMI and Advanced are Delaware corporations.
 
(d)  Title of Class of Securities
 
common stock, $.001 par value per share
 
(e)  CUSIP Number
 
45882D 109
 
Item 3.   
If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a)        ¨         Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b)        ¨         Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
(c)        ¨         Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d)        ¨         Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
 
(e)        ¨         An investment adviser in accordance with §240.13d-l(b)(l)(ii)(E);
 
(f)        ¨         An employee benefit plan or endowment fund in accordance with §240.13d-l(b)(l)(ii)(F);
 
(g)       ¨         A parent holding company or control person in accordance with § 240.13d-l(b)(l)(ii)(G);
 
(h)       ¨         A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)        ¨         A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j)         ¨        A non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J).
 
 
Page 4 of 6 Pages
 
(k)        ¨          Group, in accordance with §240.13d-l(b)(l)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-l(b)(l)(ii)(J), please specify the type of institution: ______________.
 
Item 4.  
Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a) Amount beneficially owned:  2,592,342 shares of common stock
 
(b) Percent of class: 5.6%

(c) Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote:  0
 
 
(ii)
Shared power to vote or to direct the vote:  ATMI may be deemed to have shared voting power with respect to the 2,592,342 shares of common stock directly held by Advanced.
 
  
(iii)
Sole power to dispose or to direct the disposition of:  0
 
 
(iv)
Shared power to dispose or to direct the disposition of:  ATMI may be deemed to have shared dispositive power with respect to the 2,592,342 shares of common stock directly held by Advanced.
 
Item 5.
Ownership of Five Percent or Less of a Class
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 
Item 10.
Certifications
 
Not applicable.
 
 
Page 5 of 6 Pages
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated: February 24, 2014
ATMI, INC.
 
 
By:
/s/ Timothy C. Carlson
   
Name: Timothy C. Carlson
   
Title: Executive Vice President & CFO
 
 
ADVANCED TECHNOLOGY MATERIALS, INC.
 
 
By:
/s/ Timothy C. Carlson
   
Name: Timothy C. Carlson
   
Title: Executive Vice President & CFO
 

 
 

 
 
 
 

 
Page 6 of 6 Pages
 
EXHIBIT A
JOINT FILING AGREEMENT
 
       The undersigned hereby agree that the statement on Schedule 13G Amendment No. 1 with respect to the common stock of Intermolecular, Inc. dated as of February 24, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated:  February 24, 2014
 
 
ATMI, Inc.
  
       
       
 
By:
   /s/ Timothy C. Carlson
  
   
Name:  Timothy C. Carlson
  
   
Title:  Executive Vice President & CFO
  
       
       
       
 
ADVANCED TECHNOLOGY MATERIALS, INC.
  
       
       
 
By:
  /s/ Timothy C. Carlson
  
   
Name:  Timothy C. Carlson
  
   
Title:  Executive Vice President & CFO