IMI Intermolecular Inc

¹ Does not include options and other unvested rights to acquire an aggregate of 2,977,500 shares of common stock of Intermolecular, Inc. held by certain of the shareholders who have entered into the Company Shareholder Support Agreements with EMD Group Holding II, Inc. as described in Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such Company Shareholder Support Agreement in the event that any such options are exercised prior to the termination of such Company Shareholder Support Agreement the underlying shares of such options or other rights to acquire common stock would be subject to such Company Shareholder Support Agreement and would be voted in favor of the approval of the Merger Agreement referred to in Item 3 of the Initial Schedule 13D and in favor of the Merger and the other transactions contemplated by the Merger Agreement as described in Item 4 of the Initial Schedule 13D.

² As previously reported, does not include options and other unvested rights to acquire an aggregate of 2,977,500 shares of common stock of Intermolecular, Inc. held by certain of the shareholders who have entered into the Company Shareholder Support Agreements with EMD Group Holding II, Inc. as described in Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such Company Shareholder Support Agreement in the event that any such options are exercised prior to the termination of such Company Shareholder Support Agreement the underlying shares of such options or other rights to acquire common stock would be subject to such Company Shareholder Support Agreement and would be voted in favor of the approval of the Merger Agreement referred to in Item 3 of the Initial Schedule 13D and in favor of the Merger and the other transactions contemplated by the Merger Agreement as described in Item 4 of the Initial Schedule 13D.

³ As previously reported, does not include options and other unvested rights to acquire an aggregate of 2,977,500 shares of common stock of Intermolecular, Inc. held by certain of the shareholders who have entered into the Company Shareholder Support Agreements with EMD Group Holding II, Inc. as described in Item 3 of the Initial Schedule 13D. Pursuant to the terms of each such Company Shareholder Support Agreement in the event that any such options are exercised prior to the termination of such Company Shareholder Support Agreement the underlying shares of such options or other rights to acquire common stock would be subject to such Company Shareholder Support Agreement and would be voted in favor of the approval of the Merger Agreement referred to in Item 3 of the Initial Schedule 13D and in favor of the Merger and the other transactions contemplated by the Merger Agreement as described in Item 4 of the Initial Schedule 13D.

This Amendment No. 1 (this “Amendment”) is being filed by Merck KGaA, Darmstadt, Germany (“MKDG”), Merck 24. Allgemeine Beteiligungs-GmbH (“MAB 24”) and Merck Financial Trading GmbH (“MFT”) pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment amends the Schedule 13D filed on May 16, 2019 (the “Initial Schedule 13D” and together with this Amendment, the “Schedule 13D”) by EMD Group Holding II, Inc., Merck 15. Allgemeine Beteiligungs-GmbH, MFT, MKDG, and E. Merck KG (collectively, together with MAB 24, the “Reporting Persons”). Except as amended or supplemented by this Amendment, all information in this Schedule 13D is as set forth in the Initial Schedule 13D.

As previously reported, pursuant to the Company Shareholder Support Agreements described in Item 3 of the Initial Schedule 13D, EMD Group Holding II, Inc., a Delaware corporation, may be deemed to have beneficial ownership of 15,429,618 shares of Common Stock, par value $0.001 per share (the “Common Shares”) of Intermolecular, Inc. (the “Issuer”). Neither the filing of the Schedule 13D nor any of its contents shall be deemed to constitute an admission by the Reporting Persons that they are the beneficial owner of any of the Common Shares referred to herein for purposes of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.

Item 2. Identity and Background.

Item 2 of the Initial Schedule 13D is hereby amended and supplemented as follows:

(a) – (c) On August 13, 2019, MKDG restructured certain of its subsidiary holdings. Consequently, MFT became a wholly-owned direct subsidiary of MAB 24, which is a wholly-owned direct subsidiary of MKDG.

The principal office address or business address of MAB 24 is Frankfurter Str. 250, 64293 Darmstadt, Germany.

The principal business of MAB 24 is to act as a holding company.

Current information concerning the identity and background of the managing directors of MAB 24, is set forth on Annex A (collectively, the “Additional Covered Persons”), attached hereto and incorporated herein by reference.

(d)-(e) Neither MAB 24 nor, to the best knowledge of MKDG or MAB 24, any of the Additional Covered Persons has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he, she or it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) MAB 24 was formed in Germany. The citizenship of each of the Additional Covered Persons is set forth in Annex A .

Item 4. Purpose of Transaction

Item 4 of the Initial Schedule 13D is hereby amended and supplemented as follows:

Except as set forth in the Schedule 13D, neither of MAB 24, nor to the knowledge of MKDG or MAB 24, any of the Additional Covered Person, has any present plans or intentions which would result in or relate to any of the actions described in subparagraphs (a) through (j) of Item 4 of the Schedule 13D.

Item 5. Interest in Securities of the Issuer

Paragraphs (a)-(c) of Item 5 of the Initial Schedule 13D are hereby amended and supplemented as follows:

(a)-(b) MAB 24 does not directly own any outstanding Common Shares of Issuer.

None of MAB 24 or, to the best knowledge of MKDG or MAB 24, the Additional Covered Persons beneficially own any Common Shares as of August 8, 2019 except for such beneficial ownership, if any, arising solely from the Company Shareholder Support Agreements and the related Irrevocable Proxy.

(c) None of MAB 24 or, to the best knowledge of MKDG or MAB 24, any of the Additional Covered Persons has engaged in any transaction involving any Common Shares during the 60-day period ended August 8, 2019.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1 Joint Filing Agreement among MAB 24, MFT and MKDG dated August 13, 2019.

Signature

After reasonable inquiry and to the best of the undersigned’s knowledge and belief I certify that the information set forth in this statement is true, complete and correct.

Annex A

The following is a list of the managing directors of MAB 24 (collectively, the “Additional Covered Persons”), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Additional Covered Person, unless otherwise noted, does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly affiliated with MKDG).

Managing Directors of MAB 24: