Atomera Inc — Director's Dealing 2017

May 12, 2017

SEC Form 4/A — Form 4/A

Issuer: Atomera Inc (ATOM)
CIK: 0001420520
Period of Report: 2016-08-10

Reporting Person: Stadheim Rolf (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-10	Common Stock	C	319037	—	Acquired	343681	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-10	10% Senior Secured Convertible Promissory Note	$	C		Disposed	2017-05-31	Common Stock (319037)	Direct

Footnotes

F1: Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's initial public offering ("IPO").

F2: All 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.