0001683168-24-001320 4 1 20240301 20240305 20240305 Laurencio Francis 0001680612 4 34 001-37850 24720191 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS CA 95032 Atomera Inc 0001420520 3674 04 Manufacturing 000000000 DE 1231 750 UNIVERSITY AVENUE SUITE 280 LOS GATOS CA 95032 408-442-5248 750 UNIVERSITY AVENUE SUITE 280 LOS GATOS CA 95032 MEARS TECHNOLOGIES INC 20071206 4 1 ownership.xml FORM 4 OMB APPROVAL ? Check this box OMB Number: if no longer 3235-0287 subject to Estimated Section 16. Form average burden 4 or Form 5 hours per obligations may response... 0.5 continue. See Instruction 1(b). ? Check this box UNITED STATES SECURITIES AND EXCHANGE COMMISSION to indicate that Washington, D.C. 20549 a transaction STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF was made SECURITIES pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. 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 2. Issuer Name and Ticker 5. Relationship of Person * or Trading Symbol Reporting Person(s) to Laurencio Francis Atomera Inc [ ATOM ] Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title (Last) (First) (Middle) 3. Date of Earliest below) _____ Other C/O ATOMERA, INC., 750 UNIVERSITY Transaction (MM/DD/YYYY) (specify below) AVENUE, SUITE 280 3/1/2024 CFO (Street) 4. If Amendment, Date 6. Individual or LOS GATOS, CA 95032 Original Filed Joint/Group Filing (Check (MM/DD/YYYY) Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More (City) (State) (Zip) than One Reporting Person Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Trans. Date 2A. 3. Trans. 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature of (Instr. 3) Deemed Code or Disposed of (D) Securities Form: Direct (D) Indirect Execution (Instr. 8) (Instr. 3, 4 and 5) Beneficially or Indirect (I) Beneficial Date, if Owned Following (Instr. 4) Ownership any Reported (Instr. 4) Transaction(s) (A) (Instr. 3 and 4) or Code V Amount (D) Price Common Stock 3/1/2024 S 204 (1) D $6.2 103,404 D Common Stock 3/1/2024 S 1,324 (1) D $6.2 102,080 D Common Stock 3/1/2024 S 393 (1) D $6.2 101,687 D Common Stock 3/1/2024 S 869 (1) D $6.2 100,818 D Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. 3. 3A. 4. Trans. 5. Number of 6. Date Exercisable 7. Title and Amount of 8. Price 9. Number of 10. 11. Nature Derivate Conversion Trans. Deemed Code Derivative and Expiration Date Securities Underlying of derivative Ownership of Security or Date Execution (Instr. 8) Securities Derivative Security Derivative Securities Form of Indirect (Instr. 3) Exercise Date, if Acquired (A) or (Instr. 3 and 4) Security Beneficially Derivative Beneficial Price of any Disposed of (D) (Instr. 5) Owned Security: Ownership Derivative (Instr. 3, 4 Following Direct (D) (Instr. 4) Security and 5) Reported or Transaction(s) Indirect Date Expiration Amount or (Instr. 4) (I) Exercisable Date Title Number of (Instr. 4) Code V (A) (D) Shares 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. Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Laurencio Francis C/O ATOMERA, INC. CFO 750 UNIVERSITY AVENUE, SUITE 280 LOS GATOS, CA 95032 Signatures /s/ by Mindi Zimmer, as Attorney-in-Fact For: Francis Laurencio 3/5/2024 ** 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 4(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.