Ownership Submission
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 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 *
ATA Management II, LLC
  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)
(Last)
(First)
(Middle)
4300 EL CAMINO REAL, SUITE 205
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015
(Street)

LOS ALTOS, CA 94022
4. If Amendment, Date 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
(City)
(State)
(Zip)
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   591,660 A $ 0 (1) 591,660 I Held directly by ATA Ventures II, L.P. (2)
Common Stock 10/30/2015   C   57,420 A $ 0 (3) 649,080 I Held directly by ATA Ventures II, L.P. (2)
Common Stock 10/30/2015   C   413,125 A $ 0 (4) 1,062,205 I Held directly by ATA Ventures II, L.P. (2)
Common Stock 10/30/2015   C   8,655 A $ 0 (1) 8,655 I Held directly by ATA Affiliates Fund II, L.P. (2)
Common Stock 10/30/2015   C   839 A $ 0 (3) 9,494 I Held directly by ATA Affiliates Fund II, L.P. (2)
Common Stock 10/30/2015   C   6,039 A $ 0 (4) 15,533 I Held directly by ATA Affiliates Fund II, L.P. (2)
Common Stock 10/30/2015   C   1,714 A $ 0 (1) 1,714 I Held directly by ATA Investment Fund II, L.P. (2)
Common Stock 10/30/2015   C   166 A $ 0 (3) 1,880 I Held directly by ATA Investment Fund II, L.P. (2)
Common Stock 10/30/2015   C   1,195 A $ 0 (4) 3,075 I Held directly by ATA Investment Fund II, L.P. (2)

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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 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
Series A Preferred Stock $ 0 (1) 10/30/2015   C     248,174   (1)   (1) Common Stock 248,174 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series A Preferred Stock $ 0 (1) 10/30/2015   C     3,631   (1)   (1) Common Stock 3,631 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series A Preferred Stock $ 0 (1) 10/30/2015   C     719   (1)   (1) Common Stock 719 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)
Series B Preferred Stock $ 0 (1) 10/30/2015   C     225,612   (1)   (1) Common Stock 225,612 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series B Preferred Stock $ 0 (1) 10/30/2015   C     3,301   (1)   (1) Common Stock 3,301 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series B Preferred Stock $ 0 (1) 10/30/2015   C     654   (1)   (1) Common Stock 654 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)
Series C Preferred Stock $ 0 (1) 10/30/2015   C     80,437   (1)   (1) Common Stock 80,437 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series C Preferred Stock $ 0 (1) 10/30/2015   C     1,176   (1)   (1) Common Stock 1,176 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series C Preferred Stock $ 0 (1) 10/30/2015   C     233   (1)   (1) Common Stock 233 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)
Series D Preferred Stock $ 0 (3) 10/30/2015   C     55,583   (3)   (3) Common Stock 57,420 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series D Preferred Stock $ 0 (3) 10/30/2015   C     813   (3)   (3) Common Stock 839 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series D Preferred Stock $ 0 (3) 10/30/2015   C     161   (3)   (3) Common Stock 166 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)
Series D-1 Preferred Stock $ 0 (1) 10/30/2015   C     37,437   (1)   (1) Common Stock 37,437 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series D-1 Preferred Stock $ 0 (1) 10/30/2015   C     547   (1)   (1) Common Stock 547 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series D-1 Preferred Stock $ 0 (1) 10/30/2015   C     108   (1)   (1) Common Stock 108 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)
Series E Preferred Stock $ 0 (4) 10/30/2015   C     41,797   (4)   (4) Common Stock 413,125 $ 0 0 I Held directly by ATA Ventures II, L.P. (2)
Series E Preferred Stock $ 0 (4) 10/30/2015   C     611   (4)   (4) Common Stock 6,039 $ 0 0 I Held directly by ATA Affiliates Fund II, L.P. (2)
Series E Preferred Stock $ 0 (4) 10/30/2015   C     121   (4)   (4) Common Stock 1,195 $ 0 0 I Held directly by ATA Investment Fund II, L.P. (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ATA Management II, LLC
4300 EL CAMINO REAL
SUITE 205
LOS ALTOS, CA 94022
    X    
ATA Ventures II L.P.
4300 EL CAMINO REAL
SUITE 205
LOS ALTOS, CA 94022
    X    
ATA AFFILIATES FUND II L P
4300 EL CAMINO REAL
SUITE 205
LOS ALTOS, CA 94022
    X    
ATA Investment Fund II, L.P.
4300 EL CAMINO REAL
SUITE 205
LOS ALTOS, CA 94022
    X    
Fujimura Michio
C/O ATA VENTURES
4300 EL CAMINO REAL, SUITE 205
LOS ALTOS, CA 94022
    X    
Graham Hatch
C/O ATA VENTURES
4300 EL CAMINO REAL, SUITE 205
LOS ALTOS, CA 94022
    X    
THOMAS T PETER
C/O ATA VENTURES
4300 EL CAMINO REAL, SUITE 205
LOS ALTOS, CA 94022
    X    

Signatures

 ATA VENTURES II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director   10/30/2015
**Signature of Reporting Person Date

 ATA AFFILIATES FUND II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director   10/30/2015
**Signature of Reporting Person Date

 ATA INVESTMENT FUND II, L.P., by its General Partner, ATA Management II, LLC, by /s/ T. Peter Thomas, Managing Director   10/30/2015
**Signature of Reporting Person Date

 ATA MANAGEMENT II, LLC, by /s/ T. Peter Thomas, Managing Director   10/30/2015
**Signature of Reporting Person Date

 /s/ Hatch Graham by T. Peter Thomas, Attorney-in-Fact   10/30/2015
**Signature of Reporting Person Date

 /s/ Michio Fujimura by T. Peter Thomas, Attorney-in-Fact   10/30/2015
**Signature of Reporting Person Date

 /s/ T. Peter Thomas   10/30/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) 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) T. Peter Thomas, Hatch Graham and Michio Fujimura are the managing directors of ATA Management II, LLC, which serves as general partner to ATA Ventures II, LP, ATA Affiliates Fund II, LP and ATA Investment Fund II, LP, and may be deemed to share voting and investment power over the shares beneficially held by such entities. Each such person and entity disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to the extent of such person's or entity's pecuniary interest in such securities).
(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.

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