SEC Form 4 · accession 0001209191-16-136630

Atomera Inc · ATOM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Scott A. Bibaud

Officer — CEO and President · Director

Period of report

Aug 10, 2016

Accepted (ET)

Aug 11, 2016 · 5:58 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001420520

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Aug 10, 2016	C	6,906	—	A	16,906	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
10% Senior Secured Convertible Promissory Note^F2,F1	—	Aug 10, 2016	C	—	D	—	May 31, 2017	Common Stock	6,906	0	D
Employee Stock Option (Right to Buy)^F3	$7.50	Aug 10, 2016	A	608,755	A	—	Aug 10, 2026	Common Stock	608,755	608,755	D

Explanation of responses

F1Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's initial public offering ("IPO").
F2All principal and interest under the 10% senior secured convertible promissory note are convertible into shares of the Issuer's common stock as follows: (i) upon the consummation of an IPO by the Issuer, all principal and interest shall automatically convert at 50% of the IPO price, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; (ii) in the event of a subsequent private placement approved by the holders of 50% or more of the aggregate principal amount of all convertible notes, all principal and interest shall automatically convert at 50% of the offer price in the subsequent private placement, provided, however, in no event shall the conversion price be greater than $7.362 nor less than $3.681 per share; and (iii) until the 10th day prior to the consummation of an IPO by the Issuer, the reporting person, at his option, may convert at a conversion price of $7.362 per share.
F3The initial vesting date of the options is the later of the one year anniversary of the date of the reporting person's employment or the completion of the Issuer's IPO. A portion of the options equal to the product of .25 times a fraction, the denominator of which is 12 and the numerator of which is the lesser of 12 and the number of 30-day periods, or portions thereof, or the variable number, between the date of the reporting person's employment and the initial vesting date of the options will vest on such date, with the remainder vesting in equal monthly installments over 48 months less the variable number.