SEC Form 4 · accession 0001140361-15-039522
ADESTO TECHNOLOGIES Corp · IOTS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
T Peter Thomas
10% Owner
ATA Ventures II L.P.
10% Owner
ATA AFFILIATES FUND II L P
10% Owner
ATA Investment Fund II, L.P.
10% Owner
ATA Management II, LLC
10% Owner
Michio Fujimura
10% Owner
Hatch Graham
10% Owner
Period of report
Oct 30, 2015
Accepted (ET)
Nov 3, 2015 · 7:54 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001395848
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 30, 2015 | C | 591,660 | $0.00 | A | 591,660 | I | Held directly by ATA Ventures II, L.P. |
| Common StockF3,F2 | Oct 30, 2015 | C | 57,420 | $0.00 | A | 649,080 | I | Held directly by ATA Ventures II, L.P. |
| Common StockF4,F2 | Oct 30, 2015 | C | 413,125 | $0.00 | A | 1,062,205 | I | Held directly by ATA Ventures II, L.P. |
| Common StockF1,F2 | Oct 30, 2015 | C | 8,655 | $0.00 | A | 8,655 | I | Held directly by ATA Affiliates Fund II, L.P. |
| Common StockF3,F2 | Oct 30, 2015 | C | 839 | $0.00 | A | 9,494 | I | Held directly by ATA Affiliates Fund II, L.P. |
| Common StockF4,F2 | Oct 30, 2015 | C | 6,039 | $0.00 | A | 15,533 | I | Held directly by ATA Affiliates Fund II, L.P. |
| Common StockF1,F2 | Oct 30, 2015 | C | 1,714 | $0.00 | A | 1,714 | I | Held directly by ATA Investment Fund II, L.P. |
| Common StockF3,F2 | Oct 30, 2015 | C | 166 | $0.00 | A | 1,880 | I | Held directly by ATA Investment Fund II, L.P. |
| Common StockF4,F2 | Oct 30, 2015 | C | 1,195 | $0.00 | A | 3,075 | I | Held directly by ATA Investment Fund II, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 248,174 | D | — | — | Common Stock | 248,174 | 0 | I |
| Series A Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 3,631 | D | — | — | Common Stock | 3,631 | 0 | I |
| Series A Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 719 | D | — | — | Common Stock | 719 | 0 | I |
| Series B Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 225,612 | D | — | — | Common Stock | 225,612 | 0 | I |
| Series B Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 3,301 | D | — | — | Common Stock | 3,301 | 0 | I |
| Series B Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 654 | D | — | — | Common Stock | 654 | 0 | I |
| Series C Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 80,437 | D | — | — | Common Stock | 80,437 | 0 | I |
| Series C Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 1,176 | D | — | — | Common Stock | 1,176 | 0 | I |
| Series C Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 233 | D | — | — | Common Stock | 233 | 0 | I |
| Series D Preferred StockF2,F3 | $0.00 | Oct 30, 2015 | C | 55,583 | D | — | — | Common Stock | 57,420 | 0 | I |
| Series D Preferred StockF2,F3 | $0.00 | Oct 30, 2015 | C | 813 | D | — | — | Common Stock | 839 | 0 | I |
| Series D Preferred StockF2,F3 | $0.00 | Oct 30, 2015 | C | 161 | D | — | — | Common Stock | 166 | 0 | I |
| Series D-1 Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 37,437 | D | — | — | Common Stock | 37,437 | 0 | I |
| Series D-1 Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 547 | D | — | — | Common Stock | 547 | 0 | I |
| Series D-1 Preferred StockF2,F1 | $0.00 | Oct 30, 2015 | C | 108 | D | — | — | Common Stock | 108 | 0 | I |
| Series E Preferred StockF2,F4 | $0.00 | Oct 30, 2015 | C | 41,797 | D | — | — | Common Stock | 413,125 | 0 | I |
| Series E Preferred StockF2,F4 | $0.00 | Oct 30, 2015 | C | 611 | D | — | — | Common Stock | 6,039 | 0 | I |
| Series E Preferred StockF2,F4 | $0.00 | Oct 30, 2015 | C | 121 | D | — | — | Common Stock | 1,195 | 0 | I |
Explanation of responses
- F1In 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.
- F2T. Peter Thomas, Hatch Graham and Michio Fujimura are the managing directors of ATA Management II, LLC, which serves as general partner to ATA Ventures II, LP, ATA Affiliates Fund II, LP and ATA Investment Fund II, LP, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
- F3In 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.
- F4In 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.