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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ADESTO TECHNOLOGIES Corp [ IOTS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/29/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/29/2016 | M(1) | 385 | A | $0 | 1,540(2) | D | |||
| Common Stock | 10/30/2016 | M(3) | 20,229 | A | $0 | 41,999(4) | D | |||
| Common Stock | 11/01/2016 | S | 9,654(5) | D | $1.7346(6) | 32,345 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units | $0(7) | 10/29/2016 | M | 1,540(2)(1) | (8) | (8) | Common Stock | 1,540 | $0 | 0 | D | ||||
| Restricted Stock Units | $0(7) | 10/30/2016 | M | 40,459(3)(4) | (9) | (9) | Common Stock | 40,459 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Vesting and release of restricted stock units ("RSUs") granted to the Reporting Person on February 9, 2016 (the "February 2016 RSUs"). |
| 2. Includes the remaining 1,155 shares underlying the February 2016 RSUs, the grant of which was previously reported in Table II of a Form 4 filed by the Reporting Person on February 19, 2016. The February 2016 RSUs vested as to 1/4th of the total number of shares on October 29, 2016, and thereafter will vest as to 1/48th of the total number of shares in equal monthly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. |
| 3. Vesting and release of RSUs granted to the Reporting Person on October 30, 2015 (the "October 2015 RSUs"). |
| 4. Includes the remaining 20,230 shares underlying the October 2015 RSUs, the grant of which was previously reported in Table II of a Form 4 filed by the Reporting Person on November 3, 2015. The October 2015 RSUs vested as to 50% of the RSUs 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. |
| 5. Represents the aggregate number of shares of the Issuer's common stock sold by the Reporting Person between November 1, 2016 and November 7, 2016 to cover taxes due upon the release and settlement of the RSU's. The Reporting Person did not sell or otherwise dispose of any of the shares reported on this Form 4 for any reason other than to cover required taxes. |
| 6. Represents the average sales price per share. The shares were sold at prices ranging from $1.50 to $2.00 per share. Full information regarding the number of shares sold at each price shall be provided upon request to the staff of the U.S. Securities and Exchange Commission, the Issuer, or a security holder of the Issuer. |
| 7. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration. |
| 8. The RSUs vested as to 1/4th of the total number of shares on October 29, 2016, and thereafter will vest as to 1/48th of the total number of shares in equal monthly installments. Shares of the Issuer's common stock will be delivered to the Reporting Person following vesting. |
| 9. 50% of the RSUs vested 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. |
| /s/ Thomas D. Spade by Ron Shelton, Attorney-in-Fact | 11/10/2016 | |
| ** 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 4 (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 Number. | ||