SEC Filing | Applied Materials

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SEC FORM 3 SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

APPLIED MATERIALS INC /DE

(Last)

(First)

(Middle)

3050 BOWERS AVENUE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

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

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

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

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

5. 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 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)

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	157,828	⁽¹⁾	I⁽²⁾	See Footnote⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	176,275	⁽¹⁾	I⁽²⁾	See Footnote⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	56,722	⁽¹⁾	I⁽²⁾	See Footnote⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	39,196	⁽³⁾	I⁽²⁾	See Footnote⁽²⁾
Series D-1 Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	26,399	⁽¹⁾	I⁽²⁾	See Footnote⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	106,326	⁽⁴⁾	I⁽²⁾	See Footnote⁽²⁾

1. Name and Address of Reporting Person^*

APPLIED MATERIALS INC /DE

(Last)

(First)

(Middle)

3050 BOWERS AVENUE

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Applied Ventures, LLC

(Last)

(First)

(Middle)

3050 BOWERS AVE.

(Street)

SANTA CLARA

95054

(City)

(State)

(Zip)

Explanation of Responses:

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 share of Common Stock, for no additional consideration, immediately prior to the consummation of the initial public offering of the Issuer, and has no expiration date.

2. Shares are owned directly by Applied Ventures, LLC ("Ventures"), a wholly owned subsidiary of Applied Materials, Inc. ("Applied"). Applied is the indirect beneficial owner of the reported securities.

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.

Remarks:

Exhibit 99.1 - Joint Filer Information, incorporated herein by reference.

	APPLIED MATERIALS, INC., By: /s/ Thomas F. Larkins, Name: Thomas F. Larkins, Title: Senior Vice President, General Counsel and Corporate Secretary	10/26/2015
	** Signature of Reporting Person	Date
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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                                                    Exhibit 99.1
                                                                    ------------

                            Joint Filer Information
                            -----------------------

Name of Joint Filer:                      Applied Ventures, LLC

Address of Joint Filer:                   3050 Bowers Ave.
                                          Santa Clara, CA  95054

Relationship of Joint Filer to Issuer:    10% Owner

Issuer Name and Ticker or Trading Symbol: Adesto Technologies Corporation [IOTS]

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

Designated Filer:                         Applied Materials, Inc.

Signature:

APPLIED VENTURES, LLC


/s/ Hann-Ching Chao
--------------------------------------
Name:   Hann-Ching Chao
Title:  General Manager, Investment Director


October 26, 2015
----------------
Date