Statement of Ownership (sc 13g)
February 11 2016 - 2:56PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. __) *
Adesto Technologies Corporation
(Name
of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class
of Securities)
00687D101
(CUSIP Number)
October 26, 2015
(Date of Event
Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of
this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act
of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1
of 14 Pages
Exhibit Index Contained on Page 13
CUSIP NO. 00687D101 |
13 G |
Page 2 of 14 |
1 |
NAME OF REPORTING PERSON ATA Ventures II, L.P. (“ATA II”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
1,062,205 shares, except that ATA Management II, LLC (“ATA II GP”), the general partner of ATA II, may be deemed to have sole voting power with respect to such shares, and T. Peter Thomas (“Thomas”), Michio Fujimura (“Fujimura”) and Hatch Graham (“Graham”), the Managing Directors of ATA II GP, may be deemed to have shared voting power with respect to such shares. |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
1,062,205 shares, except that ATA II GP, the general partner of ATA II, may be deemed to have sole dispositive power with respect to such shares, and Thomas, Fujimura and Graham, the Managing Directors of ATA II GP, may be deemed to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
1,062,205 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
7.1% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP NO. 00687D101 |
13 G |
Page 3 of 14 |
1 |
NAME OF REPORTING PERSON ATA Affiliates Fund II, L.P. (“ATA Affiliates II”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
15,533 shares, except that ATA II GP, the general partner of ATA Affiliates II, may be deemed to have sole
voting power with respect to such shares, and Thomas, Fujimura and Graham, the Managing Directors of ATA II GP, may be deemed to
have shared voting power with respect to such shares. |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
15,533 shares, except that ATA II GP, the general partner of ATA Affiliates II, may be deemed to have sole
dispositive power with respect to such shares, and Thomas, Fujimura and Graham, the Managing Directors of ATA II GP, may be deemed
to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
15,533 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP NO. 00687D101 |
13 G |
Page 4 of 14 |
1 |
NAME OF REPORTING PERSON ATA Investment Fund II, L.P. (“ATA Investment II”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
3,075 shares, except that ATA II GP, the general partner of ATA Affiliates II, may be deemed to have sole
voting power with respect to such shares, and Thomas, Fujimura and Graham, the Managing Directors of ATA II GP, may be deemed to
have shared voting power with respect to such shares. |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
3,075 shares, except that ATA II GP, the general partner of ATA Affiliates II, may be deemed to have sole
dispositive power with respect to such shares, and Thomas, Fujimura and Graham, the Managing Directors of ATA II GP, may be deemed
to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
3,075 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0.0% |
12 |
TYPE OF REPORTING PERSON* |
PN |
CUSIP NO. 00687D101 |
13 G |
Page 5 of 14 |
1 |
NAME OF REPORTING PERSON ATA Management II, LLC (“ATA II GP”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II, for whom ATA II GP serves as general partner, except that Thomas, Fujimura and
Graham, the Managing Directors of ATA II GP, may be deemed to have shared voting power with respect to such shares. |
6 |
SHARED VOTING POWER
See response to row 5. |
7 |
SOLE DISPOSITIVE POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II, for whom ATA II GP serves as general partner, except that Thomas, Fujimura and
Graham, the Managing Directors of ATA II GP, may be deemed to have shared dispositive power with respect to such shares. |
8 |
SHARED DISPOSITIVE POWER
See response to row 7. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
1,080,813 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
7.2% |
12 |
TYPE OF REPORTING PERSON* |
OO |
CUSIP NO. 00687D101 |
13 G |
Page 6 of 14 |
1 |
NAME OF REPORTING PERSON T. Peter Thomas (“Thomas”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Thomas, as a Managing Director
of ATA II GP, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Thomas, as a Managing Director
of ATA II GP, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
1,080,813 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
7.2% |
12 |
TYPE OF REPORTING PERSON* |
IN |
CUSIP NO. 00687D101 |
13 G |
Page 7 of 14 |
1 |
NAME OF REPORTING PERSON Michio Fujimura (“Fujimura”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japanese Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Fujimura, as a Managing Director
of ATA II GP, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Fujimura, as a Managing Director
of ATA II GP, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
1,080,813 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
7.2% |
12 |
TYPE OF REPORTING PERSON* |
IN |
CUSIP NO. 00687D101 |
13 G |
Page 8 of 14 |
1 |
NAME OF REPORTING PERSON Hatch Graham (“Graham”) |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
|
(a) ¨ (b) x |
3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH |
5 |
SOLE VOTING POWER
0 shares |
6 |
SHARED VOTING POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Graham, as a Managing Director
of ATA II GP, may be deemed to have shared power to vote these shares. |
7 |
SOLE DISPOSITIVE POWER
0 shares |
8 |
SHARED DISPOSITIVE POWER
1,080,813 shares, of which 1,062,205 shares are held by ATA II, 15,533 shares are held by ATA Affiliates II
and 3,075 shares are held by ATA Investment II. ATA II GP is the general partner of such entities and Graham, as a Managing Director
of ATA II GP, may be deemed to have shared power to dispose of these shares. |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON |
1,080,813 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
7.2% |
12 |
TYPE OF REPORTING PERSON* |
IN |
CUSIP NO. 00687D101 |
13 G |
Page 9 of 14 |
| | Adesto Technologies Corporation |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
1250 Borregas Avenue
| ITEM 2(A). | NAME OF PERSONS FILING |
This Statement is filed by ATA Ventures
II, L.P., a Delaware limited partnership (“ATA II”), ATA Affiliates Fund II, L.P., a Delaware limited partnership (“ATA
Affiliates II”), ATA Investment Fund II, L.P. (“ATA Investment II”), a Delaware limited partnership, ATA Management
II, LLC, a Delaware limited liability company (“ATA II GP”), T. Peter Thomas (“Thomas”), Michio Fujimura
(“Fujimura”) and Hatch Graham (“Graham”). The foregoing entities and individuals are collectively referred
to as the “Reporting Persons.”
| | ATA II GP is the general partner of each of ATA II, ATA Affiliates II and ATA Investment II, and may be deemed to have indirect
beneficial ownership of shares of the issuer directly owned by ATA II, ATA Affiliates II and ATA Investment II. Thomas, Fujimura
and Graham are Managing Directors of ATA II GP and may be deemed to have indirect beneficial ownership of shares of the issuer
directly owned by ATA II, ATA Affiliates II and ATA Investment II. |
| ITEM 2(B). | ADDRESS OF PRINCIPAL OFFICE |
The address for each of the Reporting Persons
is:
4300 El Camino Real, Suite 205
Los Altos, California 94022
ATA II, ATA Affiliates II and ATA Investment
II are Delaware limited partnerships. ATA II GP is a Delaware limited liability company. Thomas and Graham are United States citizens.
Fujimura is a Japanese citizen.
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
Common Stock, par value $0.0001
CUSIP #00687D101
CUSIP NO. 00687D101 |
13 G |
Page 10 of 14 |
Provide the following information regarding
the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: |
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: |
See Row 5 of cover page for each Reporting
Person.
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting
Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting
Person.
| (iv) | Shared power to dispose or to direct the disposition of: |
See Row 8 of cover page for each Reporting
Person.
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON |
Under certain circumstances set forth
in the limited partnership agreements of ATA II, ATA Affiliates II and ATA Investment II, and the limited liability company agreement
of ATA II GP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the
right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of which they
are a partner or member, as the case may be.
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
Not applicable.
CUSIP NO. 00687D101 |
13 G |
Page 11 of 14 |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP |
Not applicable.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
Not applicable.
CUSIP NO. 00687D101 |
13 G |
Page 12 of 14 |
SIGNATURES
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2016
Entities: |
|
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ATA Ventures II, L.P., by its General Partner ATA Management II, LLC |
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ATA Affiliates Fund II, L.P., by its General Partner ATA Management II, LLC |
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ATA Investment Fund II, L.P., by its General Partner ATA Management II, LLC |
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By: |
/s/ T. Peter Thomas |
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T. Peter Thomas, Managing Director |
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By: |
/s/ Michio Fujimura |
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Michio Fujimura, Managing Director |
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By: |
/s/ Hatch Graham |
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Hatch Graham, Managing Director |
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Individuals: |
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/s/ T. Peter Thomas |
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T. Peter Thomas |
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/s/ Michio Fujimura |
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Michio Fujimura |
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/s/ Hatch Graham |
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Hatch Graham |
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative
other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on
behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is
already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom
copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)
CUSIP NO. 00687D101 |
13 G |
Page 13 of 14 |
EXHIBIT INDEX
|
|
Found on
Sequentially |
Exhibit |
|
Numbered Page |
|
|
|
Exhibit A: Agreement of Joint Filing |
|
14 |
CUSIP NO. 00687D101 |
13 G |
Page 14 of 14 |
exhibit A
Agreement of Joint Filing
The undersigned hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Adesto Technologies Corporation shall
be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: February 11, 2016
Entities: |
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|
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ATA Ventures II, L.P., by its General Partner ATA Management II, LLC |
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ATA Affiliates Fund II, L.P., by its General Partner ATA Management II, LLC |
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ATA Investment Fund II, L.P., by its General Partner ATA Management II, LLC |
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By: |
/s/ T. Peter Thomas |
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T. Peter Thomas, Managing Director |
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By: |
/s/ Michio Fujimura |
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Michio Fujimura, Managing Director |
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By: |
/s/ Hatch Graham |
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Hatch Graham, Managing Director |
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Individuals: |
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/s/ T. Peter Thomas |
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T. Peter Thomas |
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/s/ Michio Fujimura |
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Michio Fujimura |
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/s/ Hatch Graham |
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Hatch Graham |
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