Edgar Filing: ADESTO TECHNOLOGIES Corp

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â APPLIED MATERIALS INC /DE

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2015

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

(Last)

(First)

(Middle)

3050 BOWERS AVENUE

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

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

(Street)

SANTA CLARA,Â CAÂ 95054

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	157,828	$ ⁽¹⁾	I ⁽²⁾	See Footnote ⁽²⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	176,275	$ ⁽¹⁾	I ⁽²⁾	See Footnote ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	56,722	$ ⁽¹⁾	I ⁽²⁾	See Footnote ⁽²⁾
Series D Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	39,196	$ ⁽³⁾	I ⁽²⁾	See Footnote ⁽²⁾
Series D-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	26,399	$ ⁽¹⁾	I ⁽²⁾	See Footnote ⁽²⁾
Series E Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	106,326	$ ⁽⁴⁾	I ⁽²⁾	See Footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
APPLIED MATERIALS INC /DE 3050 BOWERS AVENUE SANTA CLARA,Â CAÂ 95054	Â	Â X	Â	Â
Applied Ventures, LLC 3050 BOWERS AVE. SANTA CLARA,Â CAÂ 95054	Â	Â X	Â	Â

Signatures

APPLIED MATERIALS, INC., By: /s/ Thomas F. Larkins, Name: Thomas F. Larkins, Title: Senior Vice President, General Counsel and Corporate Secretary		10/26/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock will be automatically converted into one share of Common Stock, for no additional consideration, immediately prior to the consummation of the initial public offering of the Issuer, and has no expiration date.
(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)	Each share of Series D Preferred Stock will be automatically converted into 1.0330576 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.
(4)	Each share of Series E Preferred Stock will be automatically converted into 9.8841 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.
Â Remarks: ExhibitÂ 99.1Â -Â JointÂ FilerÂ Information,Â incorporatedÂ hereinÂ byÂ reference.

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