UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Intermolecular, Inc. |
(Name of issuer)
| Common Stock, par value $0.001 per share |
(Title of class of securities)
| 45882D 10 9 |
(CUSIP number)
| December 31, 2011 |
(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-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(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).
SCHEDULE 13G
| CUSIP No. 45882D 10 9 | Page 2 of 7 Pages |
| (1) |
Names of reporting persons
Redpoint Ventures II, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,595,039 (2) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,595,039 (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,595,039 (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
18.0% (3) | |||||
| (12) |
Type of reporting person (see instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by Redpoint Ventures II, L.P., a Delaware limited partnership (“RV II”), Redpoint Associates II, LLC, a Delaware limited partnership (“RA II”) and Redpoint Ventures II, LLC, a Delaware limited liability company (“RV II LLC,” together with RV II and RA II, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 7,423,391 shares of Common Stock held by RV II and (ii) 171,648 shares of Common Stock held by RA II. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC and RA II are under common control. RV II LLC owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2011. |
| (3) | This percentage is calculated based on 42,133,168 shares of Common Stock reported to be outstanding in the Issuer’s final prospectus dated November 17, 2011 as filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2011. |
SCHEDULE 13G
| CUSIP No. 45882D 10 9 | Page 3 of 7 Pages |
| (1) |
Names of reporting persons
Redpoint Associates II, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,595,039 (2) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,595,039 (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,595,039 (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
18.0% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 7,423,391 shares of Common Stock held by RV II and (ii) 171,648 shares of Common Stock held by RA II. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC and RA II are under common control. RV II LLC owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2011. |
| (3) | This percentage is calculated based on 42,133,168 shares of Common Stock reported to be outstanding in the Issuer’s final prospectus dated November 17, 2011 as filed with the SEC on November 18, 2011. |
SCHEDULE 13G
| CUSIP No. 45882D 10 9 | Page 4 of 7 Pages |
| (1) |
Names of reporting persons
Redpoint Ventures II, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x (1)
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with: |
(5) | Sole voting power
0 | ||||
| (6) | Shared voting power
7,595,039 (2) | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
7,595,039 (2) | |||||
| (9) |
Aggregate amount beneficially owned by each reporting person
7,595,039 (2) | |||||
| (10) |
Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
| |||||
| (11) |
Percent of class represented by amount in Row (9)
18.0% (3) | |||||
| (12) |
Type of reporting person (see instructions)
OO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G. |
| (2) | Includes (i) 7,423,391 shares of Common Stock held by RV II and (ii) 171,648 shares of Common Stock held by RA II. RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC and RA II are under common control. RV II LLC owns no securities of the Issuer directly. The information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2011. |
| (3) | This percentage is calculated based on 42,133,168 shares of Common Stock reported to be outstanding in the Issuer’s final prospectus dated November 17, 2011 as filed with the SEC on November 18, 2011. |
13G
| CUSIP No. 45882D 10 9 | Page 5 of 7 Pages |
Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of shares of Common Stock, par value $0.001 per share (“Common Stock”), of Intermolecular, Inc. (the “Issuer”).
| Item 1(a). | Name of Issuer: |
Intermolecular, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
3011 North First Street
San Jose, California 95134
| Item 2(a). | Name of Person(s) Filing: |
Redpoint Ventures II, L.P. (“RV II”)
Redpoint Associates II, LLC (“RA II”)
Redpoint Ventures II, LLC (“RV II LLC”)
| Item 2(b). | Address of Principal Business Office: |
Redpoint Ventures
3000 Sand Hill Road, Suite 290
Menlo Park, California 94025
| Item 2(c). | Citizenship: |
RV II is a Delaware limited partnership.
RA II is a Delaware limited liability company.
RV II LLC is a Delaware limited liability company.
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.001 per share.
| Item 2(e). | CUSIP Number: |
45882D 10 9
| Item 3. | If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
13G
| CUSIP No. 45882D 10 9 | Page 6 of 7 Pages |
| Item 4(a). | Amount Beneficially Owned: |
| Item 4(b). | Percent of Class: |
| Item 4(c). | Number of shares as to which such persons have: |
The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2011:
| Reporting Persons |
Shares of Common Stock Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class (2) |
|||||||||||||||||||||
| RV II |
7,423,391 | 0 | 7,595,039 | 0 | 7,595,039 | 7,595,039 | 18.0 | % | ||||||||||||||||||||
| RA II |
171,648 | 0 | 7,595,039 | 0 | 7,595,039 | 7,595,039 | 18.0 | % | ||||||||||||||||||||
| RV II LLC (1) |
0 | 0 | 7,595,039 | 0 | 7,595,039 | 7,595,039 | 18.0 | % | ||||||||||||||||||||
| (1) | RV II LLC serves as the sole general partner of RV II. As such, RV II LLC possesses power to direct the voting and disposition of the shares owned by RV II and may be deemed to have indirect beneficial ownership of the shares held by RV II. RV II LLC and RA II are under common control. RV II LLC owns no securities of the Issuer directly. |
| (2) | The percentages are calculated based on 42,133,168 shares of Common Stock reported to be outstanding in the Issuer’s final prospectus dated November 17, 2011, as filed with the SEC on November 18, 2011. |
| Item 5. | Ownership of Five Percent or Less of a Class: |
If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨
| 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: |
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. | Certification: |
Not applicable.
13G
| CUSIP No. 45882D 10 9 | Page 7 of 7 Pages |
SIGNATURES
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 10, 2012
REDPOINT VENTURES II, L.P.
By its General Partner, Redpoint Ventures II, LLC
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||
| REDPOINT ASSOCIATES II, LLC | ||
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||
| REDPOINT VENTURES II, LLC | ||
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||
Exhibit(s):
| 99.1: | Joint Filing Statement |
Exhibit 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Intermolecular, Inc.
Dated: February 10, 2012
REDPOINT VENTURES II, L.P.
By its General Partner, Redpoint Ventures II, LLC
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||
| REDPOINT ASSOCIATES II, LLC | ||
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||
| REDPOINT VENTURES II, LLC | ||
| By: | /s/ John L. Walecka | |
| John L. Walecka Manager | ||