0001209191-20-039972.txt : 20200701
0001209191-20-039972.hdr.sgml : 20200701
20200701211323
ACCESSION NUMBER: 0001209191-20-039972
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200629
FILED AS OF DATE: 20200701
DATE AS OF CHANGE: 20200701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lovit Andrew M
CENTRAL INDEX KEY: 0001716710
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37582
FILM NUMBER: 201006895
MAIL ADDRESS:
STREET 1: 2901 PATRICK HENRY DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ADESTO TECHNOLOGIES Corp
CENTRAL INDEX KEY: 0001395848
STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674]
IRS NUMBER: 161755067
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3600 PETERSON WAY
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
BUSINESS PHONE: 408-400-0578
MAIL ADDRESS:
STREET 1: 3600 PETERSON WAY
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
FORMER COMPANY:
FORMER CONFORMED NAME: ADESTO TECHNOLOGIES CORP
DATE OF NAME CHANGE: 20070406
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2020-06-29
1
0001395848
ADESTO TECHNOLOGIES Corp
IOTS
0001716710
Lovit Andrew M
C/O ADESTO TECHNOLOGIES CORPORATION
3600 PETERSON WAY
SANTA CLARA
CA
95054
0
1
0
0
VP Worldwide Sales, Embed Sys
Common Stock
2020-06-29
4
U
0
38339
12.55
D
0
D
Employee Stock Option (right to buy)
6.15
2020-06-29
4
D
0
26515
D
2028-09-17
Common Stock
26515
0
D
Employee Stock Option (right to buy)
6.15
2020-06-29
4
D
0
8000
D
2028-09-17
Common Stock
8000
0
D
Employee Stock Option (right to buy)
5.87
2020-06-29
4
D
0
6596
D
2029-03-25
Common Stock
6596
0
D
On February 20, 2020, Adesto Technologies Corporation (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Dialog Semiconductor plc ("Dialog") and Azara Acquisition Corp., a wholly-owned direct or indirect subsidiary of Dialog ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned direct or indirect subsidiary of Dialog. Pursuant to the Merger Agreement all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $12.55 in cash.
Includes 872 shares of the Issuer's Common Stock acquired on June 23, 2020 pursuant to the Company's Employee Stock Purchase Plan.
Pursuant to the Merger Agreement, at the Effective Time, each vested and outstanding Company performance-based restricted stock unit ("PSU") was canceled and converted into the right to receive $12.55 in cash per PSU.
Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company PSU was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per PSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such PSU was subject to immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company restricted stock unit ("RSU") was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per RSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such RSU was subject to immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, each vested outstanding Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $12.55 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
Pursuant to the Merger Agreement, at the Effective Time, each unvested Company stock option was either cancelled and converted into the right to receive, in Dialog's discretion, either (i) an amount in cash equal to (a) the difference between $12.55 and the exercise price of such stock option multiplied by (b) the number of shares subject to such stock option, or (ii) a restricted stock unit with respect to Dialog Ordinary Shares determined by multiplying (a) the number of shares subject to such stock option by (b) 0.2912, in each case by subject to the same vesting schedule, termination terms and other restrictions as such stock option was subject to immediately prior to the Effective Time.
/s/ Narbeh Derhacobian, as Attorney-in-Fact for Andrew M. Lovit
2020-07-01