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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Laurencio Francis 2. Issuer Name and Ticker or Trading Symbol Atomera Inc [ ATOM ] 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)
9/1/2021
(Street)
LOS GATOS, CA 95032
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock  9/1/2021    S    3655 (1) D $24.40  62287  D   
Common Stock  9/2/2021    S    1500 (2) D $24.54  60787  D   
Common Stock  9/2/2021    M    2000 (3) A $3.90  62787  D   
Common Stock  9/2/2021    S    2000 (2) D $24.53  60787  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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  9/2/2021    M        2000 (3)  6/1/2019  2/27/2029  Common Stock  2000  $0  66923  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.
(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.

Remarks:
The Reporting Person is the Chief Financial and Accounting Officer of Issuer.

Reporting Owners
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


See Remarks

Signatures
/s/ Francis Laurencio, by Mindi Zimmer, as Attorney-in-Fact 9/3/2021
**Signature of Reporting Person Date
Atomera (NASDAQ:ATOM)
Historical Stock Chart
From Oct 2021 to Nov 2021 Click Here for more Atomera Charts.
Atomera (NASDAQ:ATOM)
Historical Stock Chart
From Nov 2020 to Nov 2021 Click Here for more Atomera Charts.