Statement of Changes in Beneficial Ownership (4)
September 03 2020 - 7:37PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Laurencio Francis |
2. Issuer Name and Ticker or Trading Symbol
Atomera Inc
[
ATOM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O ATOMERA, INC., 750 UNIVERSITY AVENUE, SUITE 280 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/1/2020 |
(Street)
LOS GATOS, CA 95032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 9/1/2020 | | S | | 2697 (1) | D | $12.92 | 74759 | D | |
Common Stock | 9/2/2020 | | S | | 1500 (2) | D | $11.13 | 73259 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Options (Right to Buy) | $3.90 | 9/2/2020 | | D | | | 2000 | (3) | 2/27/2029 | Common Stock | 2000 | $11.14 | 74923 | D | |
Explanation of Responses: |
(1) | Represents the number of shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock grants that were previously reported. This sale is to satisfy mandatory non-discretionary tax withholding obligations by a "sell to cover" transaction. |
(2) | The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person of vested restricted stock. |
(3) | The option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person and exercised
from a previously reported total number of 76,923 stock options granted to the Reporting Person on February 27, 2019. |
Remarks: The Reporting Person is the Chief Financial and Accounting Officer of Issuer. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Laurencio Francis C/O ATOMERA, INC. 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS, CA 95032 |
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| See Remarks |
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Signatures
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/s/ Francis Laurencio, by Mindi Zimmer, as Attorney-in-Fact | | 9/3/2020 |
**Signature of Reporting Person | Date |
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