SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 W HIGGINS RD

STE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2015

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

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

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

5. 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 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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	315,656	$0⁽¹⁾	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	286,960	$0⁽¹⁾	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	102,309	$0⁽¹⁾	D⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	70,697	$0⁽³⁾	D⁽²⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	47,616	$0⁽¹⁾	D⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	106,326	$0⁽⁴⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

ARCH VENTURE FUND VI LP

(Last)

(First)

(Middle)

8725 W HIGGINS RD

STE 290

(Street)

CHICAGO

60631

(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^*

ARCH VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O ARCH VENTURE PARTNERS

8725 W. HIGGINS RD #290

(Street)

CHICAGO

60631

(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^*

ARCH VENTURE PARTNERS VI LLC

(Last)

(First)

(Middle)

C/O ARCH VENTURE PARTNERS

8725 W. HIGGINS RD #290

(Street)

CHICAGO

60631

(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^*

CRANDELL KEITH

(Last)

(First)

(Middle)

ARCH VENTURE PARTNERS

8725 W HIGGINS RD STE 290

(Street)

CHICAGO

60631

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BYBEE CLINTON

(Last)

(First)

(Middle)

ARCH VENTURE PARTNERS

8725 W HIGGINS RD STE 290

(Street)

CHICAGO

60631

(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^*

NELSEN ROBERT

(Last)

(First)

(Middle)

ARCH VENTURE PARTNERS

8725 W HIGGINS RD STE 290

(Street)

CHICAGO

60631

(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. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

2. These shares are owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Mr. Crandell is a member of the Issuer's Board of Directors. Each of ARCH Partners VI, ARCH VI LLC and the Managing Directors disclaim beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC and such Managing Directors are the beneficial owners of such securities for Section 16 or any other purpose.

3. Each share of Series D Preferred Stock will be automatically converted into 1.0330576 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

4. Each share of Series E Preferred Stock will be automatically converted into 9.8841 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

Remarks:

	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund VI, L.P.	10/26/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner ARCH Venture Partners VI, L.P.	10/26/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VI, LLC	10/26/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell	10/26/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee	10/26/2015
	/s/ Mark McDonnell as Attorney-in-Fact for Robert Nelsen	10/26/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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