Sec Form 4 Filing - MEHRBIANS RAPHAEL @ ADESTO TECHNOLOGIES Corp - 2020-06-29

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 MEHRBIANS RAPHAEL 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) Vice President, Marketing (Last) (First) (Middle) C/O ADESTO TECHNOLOGIES CORPORATION, 3600 PETERSON WAY 3. Date of Earliest Transaction (MM/DD/YY) 06/29/2020 (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 06/29/2020 U( 1 ) 66,939 ( 2 ) ( 3 ) ( 4 ) D $ 12.55 0 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 Employee Stock Option (right to buy) $ 5.87 06/29/2020 D 8,245 ( 5 )( 6 ) 03/25/2029 Common Stock 8,245 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 3.48 06/29/2020 D 6,250 ( 5 ) 05/04/2026 Common Stock 6,250 ( 5 ) 0 D Employee Stock Option (right to buy) $ 3.6 06/29/2020 D 77,500 ( 5 )( 6 ) 02/08/2027 Common Stock 77,500 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 3.55 06/29/2020 D 15,684 ( 5 )( 6 ) 03/10/2027 Common Stock 15,684 ( 5 ) ( 6 ) 0 D Employee Stock Option (right to buy) $ 8.45 06/29/2020 D 19,711 ( 5 )( 6 ) 04/23/2028 Common Stock 19,711 ( 5 ) ( 6 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MEHRBIANS RAPHAEL C/O ADESTO TECHNOLOGIES CORPORATION 3600 PETERSON WAY SANTA CLARA, CA95054 Vice President, Marketing Signatures /s/ Narbeh Derhacobian, as Attorney-in-Fact for Raphael Mehrbians 07/01/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 20, 2020, Adesto Technologies Corporation (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Dialog Semiconductor plc ("Dialog") and Azara Acquisition Corp., a wholly-owned direct or indirect subsidiary of Dialog ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned direct or indirect subsidiary of Dialog. Pursuant to the Merger Agreement all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $12.55 in cash. ( 2 )Pursuant to the Merger Agreement, at the Effective Time, each vested and outstanding Company performance-based restricted stock unit ("PSU") was canceled and converted into the right to receive $12.55 in cash per PSU. ( 3 )Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company PSU was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per PSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such PSU was subject to immediately prior to the Effective Time. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company restricted stock unit ("RSU") was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per RSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such RSU was subject to immediately prior to the Effective Time. ( 5 )Pursuant to the Merger Agreement, at the Effective Time, each vested outstanding Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $12.55 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option. ( 6 )Pursuant to the Merger Agreement, at the Effective Time, each unvested Company stock option was either cancelled and converted into the right to receive, in Dialog's discretion, either (i) an amount in cash equal to (a) the difference between $12.55 and the exercise price of such stock option multiplied by (b) the number of shares subject to such stock option, or (ii) a restricted stock unit with respect to Dialog Ordinary Shares determined by multiplying (a) the number of shares subject to such stock option by (b) 0.2912, in each case by subject to the same vesting schedule, termination terms and other restrictions as such stock option was subject to immediately prior to the Effective Time.

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