SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ATA Management II, LLC

(Last)

(First)

(Middle)

4300 EL CAMINO REAL

SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [ IOTS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	10/30/2015		C		591,660	A	$0⁽¹⁾	591,660	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Common Stock	10/30/2015		C		57,420	A	$0⁽³⁾	649,080	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Common Stock	10/30/2015		C		413,125	A	$0⁽⁴⁾	1,062,205	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Common Stock	10/30/2015		C		8,655	A	$0⁽¹⁾	8,655	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Common Stock	10/30/2015		C		839	A	$0⁽³⁾	9,494	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Common Stock	10/30/2015		C		6,039	A	$0⁽⁴⁾	15,533	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Common Stock	10/30/2015		C		1,714	A	$0⁽¹⁾	1,714	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Common Stock	10/30/2015		C		166	A	$0⁽³⁾	1,880	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Common Stock	10/30/2015		C		1,195	A	$0⁽⁴⁾	3,075	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	$0⁽¹⁾	10/30/2015		C			248,174	⁽¹⁾	⁽¹⁾	Common Stock	248,174	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series A Preferred Stock	$0⁽¹⁾	10/30/2015		C			3,631	⁽¹⁾	⁽¹⁾	Common Stock	3,631	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series A Preferred Stock	$0⁽¹⁾	10/30/2015		C			719	⁽¹⁾	⁽¹⁾	Common Stock	719	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Series B Preferred Stock	$0⁽¹⁾	10/30/2015		C			225,612	⁽¹⁾	⁽¹⁾	Common Stock	225,612	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series B Preferred Stock	$0⁽¹⁾	10/30/2015		C			3,301	⁽¹⁾	⁽¹⁾	Common Stock	3,301	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series B Preferred Stock	$0⁽¹⁾	10/30/2015		C			654	⁽¹⁾	⁽¹⁾	Common Stock	654	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Series C Preferred Stock	$0⁽¹⁾	10/30/2015		C			80,437	⁽¹⁾	⁽¹⁾	Common Stock	80,437	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series C Preferred Stock	$0⁽¹⁾	10/30/2015		C			1,176	⁽¹⁾	⁽¹⁾	Common Stock	1,176	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series C Preferred Stock	$0⁽¹⁾	10/30/2015		C			233	⁽¹⁾	⁽¹⁾	Common Stock	233	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Series D Preferred Stock	$0⁽³⁾	10/30/2015		C			55,583	⁽³⁾	⁽³⁾	Common Stock	57,420	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series D Preferred Stock	$0⁽³⁾	10/30/2015		C			813	⁽³⁾	⁽³⁾	Common Stock	839	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series D Preferred Stock	$0⁽³⁾	10/30/2015		C			161	⁽³⁾	⁽³⁾	Common Stock	166	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Series D-1 Preferred Stock	$0⁽¹⁾	10/30/2015		C			37,437	⁽¹⁾	⁽¹⁾	Common Stock	37,437	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series D-1 Preferred Stock	$0⁽¹⁾	10/30/2015		C			547	⁽¹⁾	⁽¹⁾	Common Stock	547	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series D-1 Preferred Stock	$0⁽¹⁾	10/30/2015		C			108	⁽¹⁾	⁽¹⁾	Common Stock	108	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾
Series E Preferred Stock	$0⁽⁴⁾	10/30/2015		C			41,797	⁽⁴⁾	⁽⁴⁾	Common Stock	413,125	$0	0	I	Held directly by ATA Ventures II, L.P.⁽²⁾
Series E Preferred Stock	$0⁽⁴⁾	10/30/2015		C			611	⁽⁴⁾	⁽⁴⁾	Common Stock	6,039	$0	0	I	Held directly by ATA Affiliates Fund II, L.P.⁽²⁾
Series E Preferred Stock	$0⁽⁴⁾	10/30/2015		C			121	⁽⁴⁾	⁽⁴⁾	Common Stock	1,195	$0	0	I	Held directly by ATA Investment Fund II, L.P.⁽²⁾

1. Name and Address of Reporting Person^*

ATA Management II, LLC

(Last)

(First)

(Middle)

4300 EL CAMINO REAL

SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATA Ventures II L.P.

(Last)

(First)

(Middle)

4300 EL CAMINO REAL

SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATA AFFILIATES FUND II L P

(Last)

(First)

(Middle)

4300 EL CAMINO REAL

SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ATA Investment Fund II, L.P.

(Last)

(First)

(Middle)

4300 EL CAMINO REAL

SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Fujimura Michio

(Last)

(First)

(Middle)

C/O ATA VENTURES

4300 EL CAMINO REAL, SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Graham Hatch

(Last)

(First)

(Middle)

C/O ATA VENTURES

4300 EL CAMINO REAL, SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

THOMAS T PETER

(Last)

(First)

(Middle)

C/O ATA VENTURES

4300 EL CAMINO REAL, SUITE 205

(Street)

LOS ALTOS

94022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock automatically converted into one (1) share of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

2. T. Peter Thomas, Hatch Graham and Michio Fujimura are the managing directors of ATA Management II, LLC, which serves as general partner to ATA Ventures II, LP, ATA Affiliates Fund II, LP and ATA Investment Fund II, LP, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).

3. In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series D Preferred Stock automatically converted into 1.0330576 shares of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

4. In connection with the consummation of the Issuer's initial public offering on October 30, 2015, each share of Series E Preferred Stock automatically converted into 9.8841 shares of Common Stock for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.

Remarks:

	ATA VENTURES II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director	10/30/2015
	ATA AFFILIATES FUND II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director	10/30/2015
	ATA INVESTMENT FUND II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director	10/30/2015
	ATA MANAGEMENT II, LLC, by /s/ T. Peter Thomas, Managing Director	10/30/2015
	/s/ Hatch Graham by T. Peter Thomas, Attorney-in-Fact	10/30/2015
	/s/ Michio Fujimura by T. Peter Thomas, Attorney-in-Fact	10/30/2015
	/s/ T. Peter Thomas	10/30/2015
	** Signature of Reporting Person	Date
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