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