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 BARUCH THOMAS R

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)

CMEA VENTURES ONE LETTERMAN DRIVE,Â BUILDING C, SUITE CM500

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

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

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

(Street)

SAN FRANCISCO,Â CAÂ 94129-2402

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 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)
Stock Option (right to buy)	Â ⁽¹⁾	10/26/2016	Common Stock	75,000	$ 1.5	D	Â
Stock Option (right to buy)	Â ⁽²⁾	10/26/2016	Common Stock	50,000	$ 1.5	D	Â
Series A Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	1,923,912	$ 0	I	See Footnote ⁽⁶⁾
Series A Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	44,798	$ 0	I	See Footnote ⁽⁷⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	3,663,703	$ 0	I	See Footnote ⁽⁶⁾
Series B Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	86,249	$ 0	I	See Footnote ⁽⁷⁾
Series C Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	998,371	$ 0	I	See Footnote ⁽⁶⁾
Series C Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	23,389	$ 0	I	See Footnote ⁽⁷⁾
Series D Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	495,503	$ 0	I	See Footnote ⁽⁶⁾
Series D Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	11,613	$ 0	I	See Footnote ⁽⁷⁾
Series E Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	294,011	$ 0	I	See Footnote ⁽⁶⁾
Series E Convertible Preferred Stock ⁽³⁾	Â ⁽⁴⁾	Â ⁽⁵⁾	Common Stock	6,894	$ 0	I	See Footnote ⁽⁷⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BARUCH THOMAS R CMEA VENTURES ONE LETTERMAN DRIVE BUILDING C, SUITE CM500 SAN FRANCISCO,Â CAÂ 94129-2402	Â X	Â X	Â	Â

Signatures

/s/ Thomas R. Baruch		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)	The option was immediately exercisable in full on October 27, 2006; however, the shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on the first anniversary measured from September 14, 2006 (the "Vesting Commencement Date") and the remaining shares subject to the option vest in three successive, equal annual installments thereafter on each yearly anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service relationship with the Issuer on each such vesting date.
(2)	The option was immediately exercisable in full on October 27, 2006; however, the shares vest pursuant to the following schedule: Twenty-Five Percent (25%) of the shares subject to the option vest on the first anniversary measured from October 27, 2006 (the "Vesting Commencement Date") and the remaining shares subject to the option vest in three successive, equal annual installments thereafter on each yearly anniversary of the Vesting Commencement Date, subject to the Reporting Person's continued service relationship with the Issuer on each such vesting date.
(3)	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.
(4)	The securities are immediately convertible.
(5)	The expiration date is not relevant to the conversion of these securities.
(6)	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.
(7)	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.

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