Sec Form 4 Filing - ARCH VENTURE FUND VI LP @ ADESTO TECHNOLOGIES Corp - 2015-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, 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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1. Name and Address of Reporting Person
ARCH VENTURE FUND VI LP
2. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [ IOTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
8725 W HIGGINS RD, STE 290
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2015
(Street)
CHICAGO, IL60631
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/30/2015 C 752,541 A $ 0 ( 1 ) 1,152,541 D ( 2 )
Common Stock 10/30/2015 C 73,034 A $ 0 ( 3 ) 1,225,575 D ( 2 )
Common Stock 10/30/2015 C 1,050,936 A $ 0 ( 4 ) 2,276,511 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Series A Preferred Stock $ 0 ( 1 ) 10/30/2015 C 315,656 ( 1 ) ( 1 ) Common Stock 315,656 $ 0 0 D ( 2 )
Series B Preferred Stock $ 0 ( 1 ) 10/30/2015 C 286,960 ( 1 ) ( 1 ) Common Stock 286,960 $ 0 0 D ( 2 )
Series C Preferred Stock $ 0 ( 1 ) 10/30/2015 C 102,309 ( 1 ) ( 1 ) Common Stock 102,309 $ 0 0 D ( 2 )
Series D Preferred Stock $ 0 ( 3 ) 10/30/2015 C 70,697 ( 3 ) ( 3 ) Common Stock 73,034 $ 0 0 D ( 2 )
Series D-1 Preferred Stock $ 0 ( 1 ) 10/30/2015 C 47,616 ( 1 ) ( 1 ) Common Stock 47,616 $ 0 0 D ( 2 )
Series E Preferred Stock $ 0 ( 4 ) 10/30/2015 C 106,326 ( 4 ) ( 4 ) Common Stock 1,050,936 $ 0 0 D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARCH VENTURE FUND VI LP
8725 W HIGGINS RD
STE 290
CHICAGO, IL60631
X
ARCH VENTURE PARTNERS VI LP
C/O ARCH VENTURE PARTNERS
8725 W. HIGGINS RD #290
CHICAGO, IL60631
X
ARCH VENTURE PARTNERS VI LLC
C/O ARCH VENTURE PARTNERS
8725 W. HIGGINS RD #290
CHICAGO, IL60631
X
BYBEE CLINTON
ARCH VENTURE PARTNERS
8725 W HIGGINS RD STE 290
CHICAGO, IL60631
X
NELSEN ROBERT
ARCH VENTURE PARTNERS
8725 W HIGGINS RD STE 290
CHICAGO, IL60631
X
Signatures
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner of the general partner of ARCH Venture Fund VI, L.P. 11/03/2015
Signature of Reporting Person Date
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of the general partner ARCH Venture Partners VI, L.P. 11/03/2015
Signature of Reporting Person Date
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VI, LLC 11/03/2015
Signature of Reporting Person Date
/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee 11/03/2015
Signature of Reporting Person Date
/s/ Mark McDonnell as Attorney-in-Fact for Robert Nelsen 11/03/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In 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.
( 2 )These shares are owned directly by ARCH Venture Fund VI, L.P. ("ARCH Fund VI"). The sole general partner of ARCH Fund VI is ARCH Venture Partners VI, L.P. ("ARCH Partners VI"). The sole general partner of ARCH Partners VI is ARCH Venture Partners VI, LLC ("ARCH VI LLC"). The Managing Directors of ARCH VI LLC, Robert T. Nelsen, Keith Crandell and Clinton Bybee, are deemed to have voting and dispositive power over the shares and may be deemed to beneficially own certain shares held by ARCH Fund VI. Mr. Crandell is a member of the Issuer's Board of Directors. Each of ARCH Partners VI, ARCH VI LLC and the Managing Directors disclaim beneficial ownership of these securities, except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that ARCH Partners VI, ARCH VI LLC and such Managing Directors are the beneficial owners of such securities for Section 16 or any other purpose.
( 3 )In 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.
( 4 )In 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.

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