SEC Form 4
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*
APPLIED MATERIALS INC /DE

(Last) (First) (Middle)
3050 BOWERS AVENUE

(Street)
SANTA CLARA CA 95054

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015
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)
Code V Amount (A) or (D) Price
Common Stock 10/30/2015 C 417,224 A (1) 417,224 I See footnote(2)
Common Stock 10/30/2015 C 40,491 A (3) 457,715 I See footnote(2)
Common Stock 10/30/2015 C 1,050,936 A (4) 1,508,651 I See footnote(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) 10/30/2015 C 157,828 (1) (1) Common Stock 157,828 (1) 0 I See footnote(2)
Series B Preferred Stock (1) 10/30/2015 C 176,275 (1) (1) Common Stock 176,275 (1) 0 I See footnote(2)
Series C Preferred Stock (1) 10/30/2015 C 56,722 (1) (1) Common Stock 56,722 (1) 0 I See footnote(2)
Series D Preferred Stock (3) 10/30/2015 C 39,196 (3) (3) Common Stock 40,491 (3) 0 I See footnote(2)
Series D-1 Preferred Stock (1) 10/30/2015 C 26,399 (1) (1) Common Stock 26,399 (1) 0 I See footnote(2)
Series E Preferred Stock (4) 10/30/2015 C 106,326 (4) (4) Common Stock 1,050,936 (4) 0 I See footnote(2)
1. Name and Address of Reporting Person*
APPLIED MATERIALS INC /DE

(Last) (First) (Middle)
3050 BOWERS AVENUE

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Applied Ventures, LLC

(Last) (First) (Middle)
3050 BOWERS AVE.

(Street)
SANTA CLARA CA 95054

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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 share of Common Stock, for no additional consideration, and had no expiration date. All shares of Common Stock issued upon conversion were aggregated.
2. Shares are owned directly by Applied Ventures, LLC ("Ventures"), a wholly owned subsidiary of Applied Materials, Inc. ("Applied"). Applied is the indirect beneficial owner of the reported securities.
3. In connection with the consummation of the Issuer's initial public offering, 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, each share of Series E Preferred Stock automatically converted into 9.8841 shares of Common Stock, for no additional consideration, and has no expiration date. All shares of Common Stock issued upon conversion were aggregated.
Remarks:
Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.
APPLIED MATERIALS, INC., By:/s/ Thomas F. Larkins, Name: Thomas F. Larkins, Title: Senior Vice President, General Counsel and Corporate Secretary 11/03/2015
** Signature of Reporting Person Date
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