Atomera Inc (Form: 4/A, Received: 05/11/2017 19:02:05)

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 ^* Gerber John	2. Issuer Name and Ticker or Trading Symbol Atomera Inc [ ATOM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle) 750 UNIVERSITY AVENUE, SUITE 280	3. Date of Earliest Transaction (MM/DD/YYYY) 8/10/2016
(Street) LOS GATOS, CA 95032 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 8/17/2016	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	8/10/2016		A		200000	A	$0.00	237297	D
Common Stock	8/10/2016		C		201814 ⁽¹⁾	A	⁽²⁾	201814	I	By Spouse
Common Stock	8/10/2016		C		1382 ⁽¹⁾	A	⁽²⁾	203196	I	By Spouse

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/5/2016		G	V		$756784.30	⁽²⁾	5/31/2017	Common Stock	201814	$0.00	$0.00	D
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/5/2016		G	V	$756784.30		⁽²⁾	5/31/2017	Common Stock	201814	$0.00	$756784.30	I	By Spouse
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/5/2016		G	V		5179.45	⁽²⁾	5/31/2017	Common Stock	1382	$0.00	$0.00	D
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/5/2016		G	V	5179.45		⁽²⁾	5/31/2017	Common Stock	1382	$0.00	$5179.45	I	By Spouse
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/10/2016		C			$756784.30	⁽²⁾	5/31/2017	Common Stock	201814 ⁽¹⁾	$0.00	$0.00	I	By Spouse
10% Senior Secured Convertible Promissory Note	⁽²⁾	8/10/2016		C			$5179.45	⁽²⁾	5/31/2017	Common Stock	1382 ⁽¹⁾	$0.00	$0.00	I	By Spouse

Explanation of Responses:
(1)	Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's initial public offering ("IPO").
(2)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gerber John 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS, CA 95032	X

Signatures
John Gerber		5/10/2017
^** Signature of Reporting Person		Date

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