Intrater Gideon D Form 3 ADESTO TECHNOLOGIES / Gideon D Intrater ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Intrater Gideon D

(Last) (First) (Middle)

C/O ADESTO TECHNOLOGIES CORPORATION

1250 BORREGAS AVENUE

(Street)

SUNNYVALE CA 94089

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2016

3. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [ IOTS ]

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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)	08/10/2024	Common Stock	1,090	1.65	D
Employee Stock Option (right to buy)	(1)	12/15/2024	Common Stock	1,090	1.65	D
Employee Stock Option (right to buy)	(1)	09/28/2025	Common Stock	1,090	10	D
Employee Stock Option (right to buy)	(2)	09/28/2025	Common Stock	24,606	10	D
Restricted Stock Units	(3)	(3)	Common Stock	21,382	0(4)	D
Restricted Stock Units	(5)	(5)	Common Stock	4,290	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.

	/s/ Gideon Intrater by Ron Shelton, Attorney-in-Fact	05/06/2016
	** 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).
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