SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARCH VENTURE FUND VI LP

(Last) (First) (Middle)
8725 W HIGGINS RD
STE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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)
1. Name and Address of Reporting Person*
ARCH VENTURE FUND VI LP

(Last) (First) (Middle)
8725 W HIGGINS RD
STE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS VI LP

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS
8725 W. HIGGINS RD #290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
ARCH VENTURE PARTNERS VI LLC

(Last) (First) (Middle)
C/O ARCH VENTURE PARTNERS
8725 W. HIGGINS RD #290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
BYBEE CLINTON

(Last) (First) (Middle)
ARCH VENTURE PARTNERS
8725 W HIGGINS RD STE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
NELSEN ROBERT

(Last) (First) (Middle)
ARCH VENTURE PARTNERS
8725 W HIGGINS RD STE 290

(Street)
CHICAGO IL 60631

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
Remarks:
/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
/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
/s/ Mark McDonnell as Attorney-in-Fact for Keith Crandell, as Managing Director of ARCH Venture Partners VI, LLC 11/03/2015
/s/ Mark McDonnell as Attorney-in-Fact for Clinton Bybee 11/03/2015
/s/ Mark McDonnell as Attorney-in-Fact for Robert Nelsen 11/03/2015
** Signature of Reporting Person Date
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