SEC Form 4/A · accession 0001209191-17-031639

Atomera Inc · ATOM

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Director

Period of report

Aug 10, 2016

Accepted (ET)

May 11, 2017 · 7:01 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	Aug 10, 2016	A	200,000	$0.00	A	237,297	D
Common Stock^F1,F2	Aug 10, 2016	C	201,814	—	A	201,814	I	By Spouse
Common Stock^F1,F2	Aug 10, 2016	C	1,382	—	A	203,196	I	By Spouse

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	—	Aug 5, 2016	G	—	D	—	May 31, 2017	Common Stock	201,814	—	D
10% Senior Secured Convertible Promissory Note^F2	—	Aug 5, 2016	G	—	A	—	May 31, 2017	Common Stock	201,814	—	I
10% Senior Secured Convertible Promissory Note^F2	—	Aug 5, 2016	G	5,179	D	—	May 31, 2017	Common Stock	1,382	—	D
10% Senior Secured Convertible Promissory Note^F2	—	Aug 5, 2016	G	5,179	A	—	May 31, 2017	Common Stock	1,382	—	I
10% Senior Secured Convertible Promissory Note^F2,F1	—	Aug 10, 2016	C	—	D	—	May 31, 2017	Common Stock	201,814	—	I
10% Senior Secured Convertible Promissory Note^F2,F1	—	Aug 10, 2016	C	—	D	—	May 31, 2017	Common Stock	1,382	—	I

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.