Atomera Inc (Form: 3, Received: 08/04/2016 19:40:43)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 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 ^*
BIBAUD SCOTT A.
2. Date of Event Requiring Statement (MM/DD/YYYY) 8/4/2016
3. Issuer Name and Ticker or Trading Symbol
Atomera Inc [ATMR]

(Last)        (First)        (Middle)
750 UNIVERSITY AVENUE, SUITE 280
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__ X __ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
CEO and President /

(Street)
LOS GATOS, CA 95032

(City)              (State)              (Zip) 5. 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 Beneficially Owned

1.Title of Security
(Instr. 4) 2. Amount of Securities Beneficially Owned
(Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security
(Instr. 4) 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 6. Nature of Indirect Beneficial Ownership
(Instr. 5)

Date Exercisable Expiration Date Title Amount or Number of Shares

10% Senior Secured Convertible Promissory Note ⁽¹⁾ 5/31/2017 Common Stock 6666 ⁽²⁾ ⁽¹⁾ D

Employee Stock Option (Right to Buy) ⁽³⁾ 10/16/2025 Common Stock 303002 $5.70 D

Explanation of Responses:

(1) 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 initial public offering by the Issuer ("IPO"), 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.

(2) Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's IPO.

(3) 138,515 of the options vest and become exercisable subject to the conversion of all principal and accrued interest under the Issuer's convertible notes into shares of the Issuer's common stock on or before May 31, 2017 and, in addition to the performance vesting condition, all of the 303,002 options vest and first become exercisable over a four-year period commencing on the first anniversary of the October 16, 2015 date of grant.

Reporting Owners

Reporting Owner Name / Address Relationships

Director 10% Owner Officer Other

BIBAUD SCOTT A.
750 UNIVERSITY AVENUE, SUITE 280
LOS GATOS, CA 95032 X
CEO and President

Signatures

Scott A. Bibaud 8/4/2016

^** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
10% Senior Secured Convertible Promissory Note	⁽¹⁾	5/31/2017	Common Stock	6666 ⁽²⁾	⁽¹⁾	D
Employee Stock Option (Right to Buy)	⁽³⁾	10/16/2025	Common Stock	303002	$5.70	D

Explanation of Responses:
(1)	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 initial public offering by the Issuer ("IPO"), 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.
(2)	Calculated based on the conversion price of $3.75 per share, upon the completion of the Issuer's IPO.
(3)	138,515 of the options vest and become exercisable subject to the conversion of all principal and accrued interest under the Issuer's convertible notes into shares of the Issuer's common stock on or before May 31, 2017 and, in addition to the performance vesting condition, all of the 303,002 options vest and first become exercisable over a four-year period commencing on the first anniversary of the October 16, 2015 date of grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BIBAUD SCOTT A. 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS, CA 95032	X		CEO and President

Signatures
Scott A. Bibaud		8/4/2016
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.