SEC Info - Andreev Alexei A, et al. - ‘4’ for 10/30/15 re: Adesto Technologies Corp.

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^*

HARRIS & HARRIS GROUP INC /NY/

(Last)

(First)

(Middle)

1450 BROADWAY

FLOOR 24

(Street)

NEW YORK

10018

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/30/15

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	10/30/15		C		473,025	A	$0 ⁽¹⁾	673,025	D ⁽²⁾
Common Stock	10/30/15		C		45,907	A	$0 ⁽³⁾	718,932	D ⁽²⁾
Common Stock	10/30/15		C		1,050,936	A	$0 ⁽⁴⁾	1,769,868	D ⁽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⁾	10/30/15		C			198,412	⁽¹⁾	⁽¹⁾	Common Stock	198,412	$0	0	D ⁽²⁾
Series B Preferred Stock	$0 ⁽¹⁾	10/30/15		C			180,375	⁽¹⁾	⁽¹⁾	Common Stock	180,375	$0	0	D ⁽²⁾
Series C Preferred Stock	$0 ⁽¹⁾	10/30/15		C			64,308	⁽¹⁾	⁽¹⁾	Common Stock	64,308	$0	0	D ⁽²⁾
Series D Preferred Stock	$0 ⁽³⁾	10/30/15		C			44,438	⁽³⁾	⁽³⁾	Common Stock	45,907	$0	0	D ⁽²⁾
Series D-1 Preferred Stock	$0 ⁽¹⁾	10/30/15		C			29,930	⁽¹⁾	⁽¹⁾	Common Stock	29,930	$0	0	D ⁽²⁾
Series E Preferred Stock	$0 ⁽⁴⁾	10/30/15		C			106,326	⁽⁴⁾	⁽⁴⁾	Common Stock	1,050,936	$0	0	D ⁽²⁾

1. Name and Address of Reporting Person^*

HARRIS & HARRIS GROUP INC /NY/

(Last)

(First)

(Middle)

1450 BROADWAY

FLOOR 24

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Andreev Alexei A

(Last)

(First)

(Middle)

C/O HARRIS & HARRIS GROUP

1450 BROADWAY, 24TH FLOOR

(Street)

NEW YORK

10018

(City)

(State)

(Zip)

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) The securities are held directly by Harris & Harris Group, Inc. ("Harris & Harris"). Alexei Andreev is an executive vice president and managing director of Harris & Harris and a director of the Issuer.

(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:

	/s/ Harris & Harris Group, Inc. by Ron Shelton, Attorney-in-Fact	11/3/15
	/s/ Alexei Andreev by Ron Shelton, Attorney-in-Fact	11/3/15
	** Signature of Reporting Person	Date
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____________ Transaction Code:
C	Conversion of derivative security.

Andreev Alexei A, et al. – ‘4’ for 10/30/15 re: Adesto Technologies Corp.

On: Tuesday, 11/3/15, at 7:50pm ET · For: 10/30/15 · Accession #: 1140361-15-39519 · File #: 1-37582

Previous ‘4’: ‘4’ on 11/3/15 for 10/30/15 · Next & Latest: ‘4’ on 1/19/16 for 12/31/15

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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Andreev Alexei A, et al. – ‘4’ for 10/30/15 re: Adesto Technologies Corp.

On: Tuesday, 11/3/15, at 7:50pm ET · For: 10/30/15 · Accession #: 1140361-15-39519 · File #: 1-37582

Previous ‘4’: ‘4’ on 11/3/15 for 10/30/15 · Next & Latest: ‘4’ on 1/19/16 for 12/31/15

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents