Sec Form 4 Filing - SPADE THOMAS D @ ADESTO TECHNOLOGIES Corp - 2016-10-29

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
SPADE THOMAS D
2. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [ IOTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Worldwide Sales
(Last) (First) (Middle)
C/O ADESTO TECHNOLOGIES CORPORATION, 3600 PETERSON WAY
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2016
(Street)
SANTA CLARA, CA95054
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 10/29/2016 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)
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
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SPADE THOMAS D
C/O ADESTO TECHNOLOGIES CORPORATION
3600 PETERSON WAY
SANTA CLARA, CA95054
VP, Worldwide Sales
Signatures
/s/ Thomas D. Spade by Ron Shelton, Attorney-in-Fact 11/10/2016
Signature of Reporting Person Date
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.

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).
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