Intermolecular, Inc.
INTERMOLECULAR INC (Form: SC 13G/A, Received: 02/13/2017 09:58:32)
CUSIP No. 45882D109   Page 1 of 12

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Intermolecular, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)

45882D109

(CUSIP Number)

December 31, 2016

(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)

☒ 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).

 

 

 


CUSIP No. 45882D109   Page 2 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

Presidio Partners 2014, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,035,322 (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)

 

    8.15% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    PN

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


CUSIP No. 45882D109   Page 3 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

Presidio Partners 2014 GP, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,035,322 (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)

 

    8.15% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    OO

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


CUSIP No. 45882D109   Page 4 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

Peter Gajdos

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Slovak Republic

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,035,322 (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)

 

    8.15% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


CUSIP No. 45882D109   Page 5 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

David J. Collier

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,035,322 (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)

 

    8.15% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


CUSIP No. 45882D109   Page 6 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

Faysal A. Sohail

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    7,094

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    7,094

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,042,416 (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)

 

    8.16% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


CUSIP No. 45882D109   Page 7 of 12

 

  1   

NAMES OF REPORTING PERSONS

 

James F. Watson

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ☐        (b)  ☒ (1)

 

  3  

SEC USE ONLY

 

  4  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     

SOLE VOTING POWER

 

    0

   6   

SHARED VOTING POWER

 

    4,035,322 (2)

   7   

SOLE DISPOSITIVE POWER

 

    0

   8   

SHARED DISPOSITIVE POWER

 

    4,035,322 (2)

  9  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    4,035,322 (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)

 

    8.15% (3)

12  

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

    IN

 

(1) This Schedule 13G is filed by Presidio Partners 2014, L.P. (“Presidio LP”); Presidio Partners 2014 GP, LLC (“Presidio GP”), which is the sole General Partner of Presidio LP; Peter Gajdos (“Gajdos”), David J. Collier (“Collier”), Faysal A. Sohail (“Sohail”), and James F. Watson (“Watson”), each of whom is a Manager of Presidio GP. Presidio LP, Presidio GP, Gajdos, Collier, Sohail and Watson are referred to individually herein as “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons may be considered a “group” for purposes of Section 13 of the Exchange Act and expressly disclaim status as a “group” for purposes of this Schedule 13G and any beneficial interest a Reporting Person has in any shares of Common Stock beneficially owned by another Reporting Person.
(2) Includes 4,035,322 shares of Common Stock held by Presidio LP as of December 31, 2016.
(3) The percentage is based upon 49,531,025 shares of Common Stock of the Issuer outstanding (as of October 28, 2016) as reported by the Issuer in its 10-Q for the period ended September 30, 2016; and filed on November 2, 2016.


Schedule 13G

 

CUSIP No. 45882D109   Page 8 of 12

 

Item 1(a). Name of Issuer :

Intermolecular, Inc. (the “Issuer”).

 

Item 1(b). Address of Issuer’s Principal Executive Offices :

3011 N. First Street, San Jose, California 95134.

 

Item 2(a). Names of Person Filing :

Presidio Partners 2014, L.P. (“Presidio LP”)

Presidio Partners 2014 GP, LLC (“Presidio GP”)

Peter Gajdos (“Gajdos”)

David J. Collier (“Collier”)

Faysal A. Sohail (“Sohail”)

James F. Watson (“Watson”)

 

Item 2(b). Address of Principal Business Office or, if None, Residence :

Presidio Partners

1 Letterman Drive, Building C, Suite CM 500

San Francisco, CA 94129

 

Item 2(c). Citizenship :

 

Presidio LP    -    Delaware limited partnership
Presidio GP    -    Delaware limited liability company
Gajdos    -    Slovak Republic citizen
Collier    -    Unites States citizen
Sohail    -    United States citizen
Watson    -    United States citizen

 

Item 2(d). Title of Class  of Securities :

Common Stock, $.001 par value.

 

Item 2(e). CUSIP Number :

45882D109.

 

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a :

Not applicable.


CUSIP No. 45882D109   Page 9 of 12

 

Item 4. Ownership .

 

Presidio Entity

   Shares Held
Directly
     Sole
Voting
Power
     Shared
Voting
Power
     Sole
Dispositive
Power
     Shared
Dispositive

Power
     Beneficial
Ownership
     Percentage
of Class
 

Presidio LP

     4,035,322         0         4,035,322         0         4,035,322         4,035,322         8.15

Presidio GP

     0         0         4,035,322         0         4,035,322         4,035,322         8.15

Gajdos

     0         0         4,035,322         0         4,035,322         4,035,322         8.15

Collier

     0         0         4,035,322         0         4,035,322         4,035,322         8.15

Sohail

     7,094         7,094         4,035,322         7,094         4,035,322         4,042,416         8.16

Watson

     0         0         4,035,322         0         4,035,322         4,035,322         8.15

 

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 person has 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 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. The Reporting Persons expressly disclaim membership in a “group” as used in Rule 13d-5(b).

 

Item 9. Notice of Dissolution of Group .

Not applicable.

 

Item 10. Certification .

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purposes or effect, other than activities solely in connection with a nomination under §240.14a-11.


CUSIP No. 45882D109   Page 10 of 12

 

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certified that the information set forth in this statement is true, complete and correct.

Date: February 10, 2017

 

PRESIDIO PARTNERS 2014, L.P.
By: Presidio Partners 2014 GP, LLC
By:  

/s/ James F. Watson

Name:   James F. Watson
Title:   Manager
PRESIDIO PARTNERS 2014 GP, LLC
By:  

/s/ James F. Watson

Name:   James F. Watson
Title:   Manager
/s/ Peter Gajdos
Peter Gajdos
/s/ David J. Collier
David J. Collier
/s/ Faysal A. Sohail
Faysal A. Sohail
/s/ James F. Watson
James F. Watson


CUSIP No. 45882D109   Page 11 of 12

 

EXHIBIT INDEX

 

Exhibit
No.

    
99.1    Agreement pursuant to 13d-1(k)(1) among Presidio Partners 2014, L.P. and Presidio Partners 2014 GP, LLC.


CUSIP No. 45882D109   Page 12 of 12

 

AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13G is being filed on behalf of each of the undersigned.

Dated: February 10, 2017

 

PRESIDIO PARTNERS 2014, L.P.
By: Presidio Partners 2014 GP, LLC
By:  

/s/ James F. Watson

Name:   James F. Watson
Title:   Manager
PRESIDIO PARTNERS 2014 GP, LLC
By:  

/s/ James F. Watson

Name:   James F. Watson
Title:   Manager
/s/ Peter Gajdos
Peter Gajdos
/s/ David J. Collier
David J. Collier
/s/ Faysal A. Sohail
Faysal A. Sohail
/s/ James F. Watson
James F. Watson