IMI Intermolecular Inc

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s 2011 Incentive Award Plan (the “ 2011 Plan ”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.

(2) Represents 2,230,637 additional shares of the Registrant’s common stock reserved for future issuance under the 2011 Plan.

(3) This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act for purposes of calculating the registration fee.  The Proposed Maximum Offering Price Per Share is $ 1.47 , which is the average of the high and low prices for the Registrant’s common stock as reported on the NASDAQ Global Select Market on February 23, 2018.

(4) The registration fee for this 2018 S-8 Filing is $408.24.

Proposed sale to take place as soon after the effective date of the

registration statement as awards under the plan are exercised and/or vest.

REGISTRATION OF ADDITIONAL SECURITIES

(i) On November 23, 2011, the Registrant filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-8 (File No. 333-178154) relating to shares of the Registrant’s common stock, par value $0.001 per share, to be offered and sold under the 2011 Plan.  

(ii) The number of shares of the Registrant’s common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2012 pursuant to the terms of the 2011 Plan. The Registrant registered the additional 1,899,862 shares issuable under the 2011 Plan on a Registration Statement on Form S-8 (File No. 333-180169) filed with the SEC on March 15, 2012.  

(iii) The number of shares of the Registrant’s common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2013 pursuant to the terms of the 2011 Plan. The Registrant registered the additional 1,982,113 shares issuable under the 2011 Plan on a Registration Statement on Form S-8 (File No. 333-187017) filed with the SEC on March 4, 2013.

(iv) The number of shares of the Registrant's common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2014 pursuant to the terms of the 2011 Plan.  The Registrant registered the additional 2,091,886 shares issuable under the 2011 Plan on a Registration Statement on Form S-8 (File No. 333-194464) filed with the SEC on March 10, 2014.            

(v) The number of shares of the Registrant's common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2015 pursuant to the terms of the 2011 Plan.  The Registrant registered the additional  2,142,636 shares issuable under the 2011 Plan on a Registration Statement on Form S-8 (File No. 333-202369) filed with the SEC on February 27, 2015.

(vi) The number of shares of the Registrant's common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2016 pursuant to the terms of the 2011 Plan.  The Registrant registered the additional 2,209,152 shares issuable under the 2011 Plan on a Registration Statement on Form S-8 (File No. 333- 210427 ) filed with the SEC on March 28, 2016.

(vii) The number of shares of the Registrant's common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2017 pursuant to the terms of the 2011 Plan, none of which have been issued as of the date of this Registration Statement.  The Registrant is hereby registering the additional 2,228,109 shares issuable under the 2011 Plan.

(viii) The number of shares of the Registrant's common stock reserved for issuance or transfer pursuant to awards issued under the 2011 Plan automatically increased on January 1, 2018 pursuant to the terms of the 2011 Plan, none of which have been issued as of the date of this Registration Statement.  The Registrant is hereby registering the additional 2,230,637 shares issuable under the 2011 Plan.

Pursuant to General Instruction E of Form S-8, the contents of such prior Registration Statements are incorporated by reference in this Registration Statement, with such modifications as set forth below.