FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Intrater Gideon D

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/6/2016 

3. Issuer Name and Ticker or Trading Symbol

ADESTO TECHNOLOGIES Corp [IOTS]

(Last)        (First)        (Middle)

C/O ADESTO TECHNOLOGIES CORPORATION, 1250 BORREGAS AVENUE

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

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Technology Officer /

(Street)

SUNNYVALE, CA 94089       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ 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 Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)     (1) 8/10/2024   Common Stock   1090   $1.65   D    
Employee Stock Option (right to buy)     (1) 12/15/2024   Common Stock   1090   $1.65   D    
Employee Stock Option (right to buy)     (1) 9/28/2025   Common Stock   1090   $10   D    
Employee Stock Option (right to buy)     (2) 9/28/2025   Common Stock   24606   $10   D    
Restricted Stock Units     (3)   (3) Common Stock   21382   $0   (4) D    
Restricted Stock Units     (5)   (5) Common Stock   4290   $0   (4) D    

Explanation of Responses:
( 1)  The stock option is fully vested and immediately exercisable.
( 2)  The stock option vested and became exercisable as to 12.5% on March 7, 2016, and thereafter vests and becomes exercisable in 42 equal monthly installments.
( 3)  50% of the restricted stock units ("RSUs") will vest on October 30, 2016, and thereafter will vest quarterly as to 12.5% of the total RSUs in equal installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.
( 4)  Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.
( 5)  25% of the RSUs will vest on October 29, 2016, and thereafter will vest in 36 equal monthly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Intrater Gideon D
C/O ADESTO TECHNOLOGIES CORPORATION
1250 BORREGAS AVENUE
SUNNYVALE, CA 94089


Chief Technology Officer

Signatures
/s/ Gideon Intrater by Ron Shelton, Attorney-in-Fact 5/6/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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