Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1) *
Adesto Technologies Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
00687D101
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ¨ | Rule 13d-1(b) |
| ¨ | Rule 13d-1(c) |
| x | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
Page 1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 00687D101 | 13 G | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON ATA Ventures II, L.P. (“ATA II”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 00687D101 | 13 G | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON ATA Affiliates Fund II, L.P. (“ATA Affiliates II”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE
OF REPORTING PERSON* PN | ||
| CUSIP NO. 00687D101 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON ATA Investment Fund II, L.P. (“ATA Investment II”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* PN | ||
| CUSIP NO. 00687D101 | 13 G | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON ATA Management II, LLC (“ATA II GP”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE
OF REPORTING PERSON* OO | ||
| CUSIP NO. 00687D101 | 13 G | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON T. Peter Thomas (“Thomas”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) [X] | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 00687D101 | 13 G | Page 7 of 12 |
| 1 | NAME OF REPORTING PERSON Michio Fujimura (“Fujimura”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Japanese Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 00687D101 | 13 G | Page 8 of 12 |
| 1 | NAME OF REPORTING PERSON Hatch Graham (“Graham”) | ||
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x | ||
| 3 | SEC USE ONLY | ||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen | ||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5 | SOLE VOTING POWER -0- | |
| 6 | SHARED VOTING POWER -0- | ||
| 7 | SOLE DISPOSITIVE POWER -0- | ||
| 8 | SHARED DISPOSITIVE POWER -0- | ||
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | ||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ¨ | ||
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.0% | ||
| 12 | TYPE OF REPORTING PERSON* IN | ||
| CUSIP NO. 00687D101 | 13 G | Page 9 of 12 |
This Amendment No. 1 amends the Statement on Schedule 13G previously filed by ATA Ventures II, L.P., a Delaware limited partnership (“ATA II”), ATA Affiliates Fund II, L.P., a Delaware limited partnership (“ATA Affiliates II”), ATA Investment Fund II, L.P. (“ATA Investment II”), a Delaware limited partnership, ATA Management II, LLC, a Delaware limited liability company (“ATA II GP”), T. Peter Thomas (“Thomas”), Michio Fujimura (“Fujimura”) and Hatch Graham (“Graham”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Only those items as to which there has been a change are included this Amendment No. 1.
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1.
| (a) | Amount beneficially owned: See Row 9 of cover page for each Reporting Person. |
| (b) | Percent of Class: See Row 11 of cover page for each Reporting Person. |
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: See Row 5 of cover page for each Reporting Person. |
| (ii) | Shared power to vote or to direct the vote: |
See Row 6 of cover page for each Reporting Person.
| (iii) | Sole power to dispose or to direct the disposition of: |
See Row 7 of cover page for each Reporting Person.
| (iv) | Shared power to dispose or to direct the disposition of: See Row 8 of cover page for each Reporting Person. |
ITEM
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following: x
Yes
| CUSIP NO. 00687D101 | 13 G | Page 10 of 12 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 19, 2017
| Entities: | ||||||
| ATA Ventures II, L.P., by its General Partner ATA Management II, LLC | ||||||
|
ATA Affiliates Fund II, L.P., by its General Partner ATA Management II, LLC
|
||||||
| ATA Investment Fund II, L.P., by its General Partner ATA Management II, LLC | ||||||
| By: | /s/ T. Peter Thomas | |||||
| T. Peter Thomas, Managing Director | ||||||
| By: | /s/ Michio Fujimura | |||||
| Michio Fujimura, Managing Director | ||||||
| By: | /s/ Hatch Graham | |||||
| Hatch Graham, Managing Director | ||||||
| Individuals: | ||||||
| /s/ T. Peter Thomas | ||||||
| T. Peter Thomas | ||||||
| /s/ Michio Fujimura | ||||||
| Michio Fujimura | ||||||
| /s/ Hatch Graham | ||||||
| Hatch Graham | ||||||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
| CUSIP NO. 00687D101 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
| Found on Sequentially | |
| Exhibit | Numbered Page |
| Exhibit A: Agreement of Joint Filing | 12 |
| CUSIP NO. 00687D101 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Adesto Technologies Corporation shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.
Date: January 19, 2017
| Entities: | ||||||
| ATA Ventures II, L.P., by its General Partner ATA Management II, LLC | ||||||
|
ATA Affiliates Fund II, L.P., by its General Partner ATA Management II, LLC
|
||||||
| ATA Investment Fund II, L.P., by its General Partner ATA Management II, LLC | ||||||
| By: | /s/ T. Peter Thomas | |||||
| T. Peter Thomas, Managing Director | ||||||
| By: | /s/ Michio Fujimura | |||||
| Michio Fujimura, Managing Director | ||||||
| By: | /s/ Hatch Graham | |||||
| Hatch Graham, Managing Director | ||||||
| Individuals: | ||||||
| /s/ T. Peter Thomas | ||||||
| T. Peter Thomas | ||||||
| /s/ Michio Fujimura | ||||||
| Michio Fujimura | ||||||
| /s/ Hatch Graham | ||||||
| Hatch Graham | ||||||