UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
 
 
SCHEDULE 13G
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c)*
 AND (d) 
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
 
(Amendment No.2 )*
 
Atomera, Incorporated
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
04965B100
(CUSIP Number)
Malcolm P. Fairbairn
c/o Valley High Capital LLC
10 Orinda View Road
Orinda, CA 94563
(925) 300-8888
(Name, Address and Telephone Number of Person Authorized to Receive Notices*
 and Communications)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this*
 Schedule is filed: 
o
Rule 13d-1(b)
x
Rule 13d-1(c)
o
Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person's*
 initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment containing*
 information which would alter the 
disclosures provided in a prior cover page. 
 
The information required in the remainder of this cover page shall not be *
deemed to be "filed" for the purpose of 
Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject*
 to the liabilities of that section of the 
Act but shall be subject to all other provisions of the Act (however, see*
 the Notes).
 
 
 

 
CUSIP No. 04965B100
13G
 
 
 
1.
Name of Reporting Persons
Malcolm P. Fairbairn
 
 
2. 
Check the Appropriate Box if a Member of a Group
 
 
(a)
o
 
 
(b)
x
 
 
3.
SEC Use Only 
 
 
4.
Citizenship or Place of Organization 
United States
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power 
20,600

 

6.
Shared Voting Power  
982,850

 

7.
Sole Dispositive Power  
20,600

 

8.
Shared Dispositive Power 
982,850
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,008,850
 
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
5.9%
 
 
12.
Type of Reporting Person
IN, HC








 
2
 

 
CUSIP No. 04965B100
13G
 
 
 
1.
Name of Reporting Persons
Emily Fairbairn
 
 
2. 
Check the Appropriate Box if a Member of a Group
 
 
(a)
o
 
 
(b)
x
 
 
3.
SEC Use Only 
 
 
4.
Citizenship or Place of Organization 
United States
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power 
14,600

 

6.
Shared Voting Power  
982,850

 

7.
Sole Dispositive Power  
14,600

 

8.
Shared Dispositive Power 
982,850
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
997,450
 
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
5.9%
 
 
12.
Type of Reporting Person
IN, HC








 
3
 

 
CUSIP No. 04965B100
13G
 
 
 
1.
Name of Reporting Persons
Valley High Limited Partnership
 
 
2. 
Check the Appropriate Box if a Member of a Group
 
 
(a)
o
 
 
(b)
x
 
 
3.
SEC Use Only 
 
 
4.
Citizenship or Place of Organization 
Nevada
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power 
0

 

6.
Shared Voting Power  
982,850

 

7.
Sole Dispositive Power  
0

 

8.
Shared Dispositive Power 
982,850
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
982,850
 
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
5.8%
 
 
12.
Type of Reporting Person
PN








 
4
 

 
CUSIP No. 04965B100
13G
 
 
 
1.
Name of Reporting Persons
Valley High Capital LLC
 
 
2. 
Check the Appropriate Box if a Member of a Group
 
 
(a)
o
 
 
(b)
x
 
 
3.
SEC Use Only 
 
 
4.
Citizenship or Place of Organization 
California
 
 
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
5.
Sole Voting Power 
0

 

6.
Shared Voting Power  
982,850

 

7.
Sole Dispositive Power  
0

 

8.
Shared Dispositive Power 
982,850
 
 
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
982,850
 
 
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
 
 
11.
Percent of Class Represented by Amount in Row (9)
5.8%
 
 
12.
Type of Reporting Person
HC,OO







5
 

 
Item 1.
 
(a)
Name of Issuer:
Atomera, Incorporated
 
(b)
Address of Issuer?s Principal Executive Offices:
9405 SW Gemini Drive, Beavertown, Oregon 97008
 
Item 2.
 
(a)
Names of Persons Filing:
This Statement is filed on behalf of each of the following persons*
 (collectively, the "Reporting 
Persons"):
i)  	Malcolm P. Fairbairn;
ii) 	Emily Fairbairn;
iii)	Valley High Limited Partnership (?VHLP?);
iv)   Valley High Capital LLC (?VHCLLC?);

 
(b)
Address of Principal Business Office or, if none, Residence:
The address of the principal business office of each of the Reporting Persons*
 is 10 Orinda View Road, 
Orinda, CA 94563.
 
(c)
Citizenship:
See Cover Page, Item 4.
 
(d)
Title of Class of Securities:
Common Stock, par value $0.001 per share (the ?Shares?).
 
(e)
CUSIP No.:
04965B100
 
Item 
3.
Statement filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c):
 
This Item 3 is not applicable.
 
8
 

 
CUSIP No. 04965B100
13D
 
 
 
Item 4.
Ownership
 
Item 4(a)
Amount Beneficially Owned:
As of May 29, 2019: (i) Malcolm P. Fairbairn may have been deemed the*
 beneficial owner of 1,008,850 
Shares; (ii) Emily Fairbairn may have been deemed the beneficial owner of*
 997,450 Shares; (iii) VHLP and 
VHCLLC may each have been deemed the beneficial owner of 982,850 Shares.
 
Item 4(b)
Percent of Class:
There are approximately 17,006,503 Shares outstanding according to the*
 Issuer's Prospectus filed May 30, 
2019.  As of May 29, 2019: (i) Malcolm P. Fairbairn may have been deemed*
 the beneficial owner of approximately 
5.9% of Shares outstanding; (ii) Emily Fairbairn may have been deemed*
 the beneficial owner of approximately 
5.9% of Shares outstanding; (iii) VHLP and VHCLLC may each have been*
 deemed the beneficial owner of 
approximately 5.8% of Shares outstanding.
 
Item 4(c)
Number of Shares of which such person has:




 
Malcolm P. Fairbairn:
 
(i)
 
Sole power to vote or direct the vote:
 
26,000
(ii)
 
Shared power to vote or direct the vote:
 
982,850
(iii)
 
Sole power to dispose or direct the disposition of:
 
26,000
(iv)
 
Shared power to dispose or direct the disposition of:
 
982,850
 
Emily Fairbairn:
 
(i)
 
Sole power to vote or direct the vote:
 
14,600
(ii)
 
Shared power to vote or direct the vote:
 
982,850
(iii)
 
Sole power to dispose or direct the disposition of:
 
14,600
(iv)
 
Shared power to dispose or direct the disposition of:
 
982,850
 
VHLP and VHCLLC:
 
(i)
 
Sole power to vote or direct the vote:
 
0
(ii)
 
Shared power to vote or direct the vote:
 
982,850
(iii)
 
Sole power to dispose or direct the disposition of:
 
0
(iv)
 
Shared power to dispose or direct the disposition of:
 
982,850
 

Item 
5.
Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof*
 the reporting person has ceased to be the 
beneficial owner of more than five percent of the class of securities, check*
 the following box.  o
 
Item 
6.
Ownership of More than Five Percent on Behalf of Another Person.
 
This Item 6 is not applicable.
 
Item 
7.
Identification and Classification of the Subsidiary Which Acquired the*
 Security Being Reported on 
By the Parent Holding Company or Control Person.
 
See disclosure in Item 2 hereof.
 
Item 
8.
Identification and Classification of Members of the Group.
 
This Item 8 is not applicable
 
Item 
9.
Notice of Dissolution of Group.
 
This Item 9 is not applicable.
 
9
 

 
CUSIP No. 04965B100
13D
 
 
 
Item 10.
Certifications.
By signing below I certify that, to the best of my knowledge and belief, the*
 securities referred to above were not 
acquired and are not held for the purpose of or with the effect of changing*
 or influencing the control of the issuer 
of the securities and were not acquired and are not held in connection with*
 or as a participant in any transaction 
having that purpose or effect.




 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I*
 certify that the information set forth in this 
statement is true, complete and correct.
 
Dated: June 5, 2019
 
 
MALCOLM P. FAIRBAIRN
 
 
 
/s/ Malcolm P. Fairbairn
 
 
 
 
 
EMILY FAIRBAIRN
 
 
 
/s/ Emily Fairbairn
 
 
 
 
 
VALLEY HIGH LIMITED PARTNERSHIP
 
 
 
By: Valley High Capital LLC
 
 
 
By:
/s/ Malcolm P. Fairbairn
 
Name: Malcolm P. Fairbairn
 
Title:   Managing Member
 
 
 
VALLEY HIGH CAPITAL LLC
 
 
 
 
 
By:
/s/ Malcolm P. Fairbairn
 
Name: Malcolm P. Fairbairn
 
Title:   Managing Member
 
 
 

 
10
 

 
CUSIP No. 04965B100
13D
 
 
INDEX TO EXHIBITS
 
Exhibits.
 
Exhibit 99.1      	Joint Filing Agreement by and between the Reporting*
 Persons dated June 5, 2019
 
11
 

EXHIBIT 99.1
 
CUSIP No. 04965B100
13G
 
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange*
 Act of 1934, as amended, the 
undersigned hereby agree to the joint filing with each other on behalf of*
 each of them of such a statement on 
Schedule 13G with respect to the Common Stock beneficially owned by each*
 of them of Atomera, Incorporated. This 
Joint Filing Agreement shall be included as an Exhibit to such Schedule 13G.
 
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement*
 as of the 5th day of 
June, 2019.
 
 
MALCOLM P. FAIRBAIRN
 
 
 
 /s/Malcolm P. Fairbairn
 
 
 
 
 
EMILY FAIRBAIRN
 
 
 
/s/Emily Fairbairn
 
 
 
 
 
VALLEY HIGH LIMITED PARTNERSHIP
 
 
 
By: Valley High Capital LLC
 
 
 
By:
 /s/Malcolm P. Fairbairn
 
Name:
Malcolm Fairbairn
 
Title:
Managing Member
 
 
 
VALLEY HIGH CAPITAL LLC
 
 
 
 
 
By:
 /s/Malcolm P. Fairbairn
 
Name:
Malcolm Fairbairn
 
Title:
Managing Member