0001567619-19-018601.txt : 20190920 0001567619-19-018601.hdr.sgml : 20190920 20190920163128 ACCESSION NUMBER: 0001567619-19-018601 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190920 FILED AS OF DATE: 20190920 DATE AS OF CHANGE: 20190920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCALISE GEORGE CENTRAL INDEX KEY: 0001181488 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35348 FILM NUMBER: 191105067 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMOLECULAR INC CENTRAL INDEX KEY: 0001311241 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 201616267 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3011 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: (408) 582-5700 MAIL ADDRESS: STREET 1: 3011 NORTH FIRST STREET CITY: SAN JOSE STATE: CA ZIP: 95134 4 1 doc1.xml FORM 4 X0306 4 2019-09-20 1 0001311241 INTERMOLECULAR INC IMI 0001181488 SCALISE GEORGE C/O INTERMOLECULAR INC. 3011 NORTH FIRST ST. SAN JOSE CA 95134 1 0 0 0 Common Stock 2019-09-20 4 U 0 160000 D 0 I See Footnote Stock Option 6.62 2019-09-20 4 U 0 10000 D Common Stock 10000 0 D Stock Option 8.21 2019-09-20 4 U 0 10000 D Common Stock 10000 0 D Stock Option 2.59 2019-09-20 4 U 0 10000 D Common Stock 10000 0 D Stock Option 1.82 2019-09-20 4 U 0 25000 D Common Stock 25000 0 D Stock Option 1.85 2019-09-20 4 U 0 25000 D Common Stock 25000 0 D Stock Option 0.85 2019-09-20 4 U 0 25000 D Common Stock 25000 0 D Stock Option 1.39 2019-09-20 4 U 0 25000 D Common Stock 25000 0 D On September 20, 2019, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 6, 2019, by and among EMD Group Holding II, Inc. ("Parent"), EMD Performance Materials Semiconductor Services Corp. ("Merger Sub") and Intermolecular, Inc. (the "Company"), Merger Sub merged with and into the Company, each issued and outstanding share of common stock, par value $0.001 per share, of the Company (collectively, the "Company Shares," and each such share, a "Company Share") (other than Canceled Company Shares and Dissenting Company Shares) was thereupon canceled and converted into the right to receive $1.20 in cash (the "Merger Consideration"), with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, the Reporting Person disposed of all Company Shares beneficially owned by it, and received the Merger Consideration for each Company Share. These shares are held by The Scalise Family Trust dated December 28, 1988. The options are fully vested due to vesting acceleration approved by the board in connection with the Merger. Pursuant to the Merger Agreement, (i) each stock option of the Company ("Company Option") held by the Reporting Person that remained outstanding as of immediately prior to the effective time of the merger (the "Effective Time") was accelerated, (ii) each Company Option that remained outstanding as of immediately prior to the Effective Time was canceled and terminated as of the Effective Time and (iii) the Reporting Person of such Company Option became entitled to receive an amount in cash (without interest) equal to the product obtained by multiplying (x) the aggregate number of company Shares underlying such Company Option immediately prior to the Effective Time by (y) the amount, if any, by which the Merger Consideration exceeded the per share exercise price of such Company Option. /s/ Bill Roeschlein, as Attorney-in-fact for George M. Scalise 2019-09-20