FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *

Derhacobian Narbeh
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O ADESTO TECHNOLOGIES CORPORATION, 3600 PETERSON WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

2/14/2020
(Street)

SANTA CLARA, CA 95054
(City)        (State)        (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 2/14/2020  A  84138 (1)A$0.00 572335 D  
Common Stock 2/14/2020  A  28695 (2)A$0.00 601030 D  
Common Stock         219823 (3)I By Trust (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. The RSUs will vest in equal quarterly installments over 4 years beginning on July 1, 2020, subject to the continued service of the Reporting Person through each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
(2) Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's common stock upon settlement for no consideration. Subject to the achievement of certain market-based performance metrics, 25% of the PSUs will vest every six months beginning July 31, 2021 until the earned PSUs have vested, subject to the continued service of the Reporting Person through each vesting date. Shares of the Issuer's common stock will be delivered to the Reporting Person upon vesting.
(3) These shares were inadvertently reported in Form 4 filed January 3, 2020 as being directly held by the Reporting Person.
(4) The Reporting Person is the trustee of The 2016 Derhacobian Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Derhacobian Narbeh
C/O ADESTO TECHNOLOGIES CORPORATION
3600 PETERSON WAY
SANTA CLARA, CA 95054
X
President and CEO

Signatures
/s/ Ron Shelton, as Attorney-in-Fact for Narbeh Derhacobian2/19/2020
**Signature of Reporting PersonDate

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