Edgar Filing: ADESTO TECHNOLOGIES Corp

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Andreev Alexei A

2. Date of Event Requiring Statement (Month/Day/Year)
10/26/2015

3. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [IOTS]

(Last)

(First)

(Middle)

C/O HARRIS & HARRIS GROUP,Â 1450 BROADWAY, 24TH FLOOR

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

NEW YORK,Â NYÂ 10018

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	198,412	$ 0 ⁽¹⁾	I	See footnote ⁽²⁾
Series B Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	180,375	$ 0 ⁽¹⁾	I	See footnote ⁽²⁾
Series C Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	64,308	$ 0 ⁽¹⁾	I	See footnote ⁽²⁾
Series D Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	44,438	$ 0 ⁽³⁾	I	See footnote ⁽²⁾
Series D-1 Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	29,930	$ 0 ⁽¹⁾	I	See footnote ⁽²⁾
Series E Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	106,326	$ 0 ⁽⁴⁾	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Andreev Alexei A C/O HARRIS & HARRIS GROUP 1450 BROADWAY, 24TH FLOOR NEW YORK,Â NYÂ 10018	Â X	Â X	Â	Â
HARRIS & HARRIS GROUP INC /NY/ 1450 BROADWAY FLOOR 24 NEW YORK,Â NYÂ 10018	Â	Â X	Â	Â

Signatures

/s/ Alexei Andreev by Ron Shelton, Attorney-in-Fact		10/26/2015
^**Signature of Reporting Person		Date
/s/ Harris & Harris Group, Inc. by Ron Shelton, Attorney-in-Fact		10/26/2015
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D-1 Preferred Stock will be automatically converted into one (1) share of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.
(2)	The securities are held directly by Harris & Harris Group, Inc. ("Harris & Harris"). Mr. Andreev is an executive vice president and managing director of Harris & Harris.
(3)	Each share of Series D Preferred Stock will be automatically converted into 1.0330576 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.
(4)	Each share of Series E Preferred Stock will be automatically converted into 9.8841 shares of Common Stock, for no additional consideration, immediately prior to the consummation of the Issuer's initial public offering, and has no expiration date.

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