SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MCWILLIAMS BRUCE M

(Last) (First) (Middle)
C/O INTERMOLECULAR, INC.
3011 NORTH FIRST STREET

(Street)
SAN JOSE CA 95134-2004

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
INTERMOLECULAR INC [ IMI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/21/2013
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value 02/21/2013 M 2,132 A $1.5 2,132 D
Common Stock, $0.001 par value 02/21/2013 S (1) 2,132 D $9.64 (2) 0 D
Common Stock, $0.001 par value 173,250 I By Trust (3)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $1.5 02/21/2013 M 2,132 (4) 10/26/2016 Common Stock 2,132 $0 27,375 D
Explanation of Responses:
1. The sale reported was effected pursuant to a Rule 10b5-1 Stock Trading Plan adopted by Mr. McWilliams on July 31, 2012.
2. The transaction was executed in multiple trades in prices ranging from $9.48 to $9.82 , inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Person hereby undertakes to provide upon request to the SEC staff, the Issuer, or a stockholder of the Issuer, information regarding the number of shares and prices at which the transaction was effected.
3. These shares are held by the Bruce and Astrid McWilliams 1997 Trust UAD 11/06/09.
4. 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 vested 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.
Remarks:
/s/ Bruce M. McWilliams 02/27/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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