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 *
Andreev Alexei A
  2. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [IOTS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O HARRIS & HARRIS GROUP, 1450 BROADWAY, 24TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2015
(Street)

NEW YORK, NY 10018
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   473,025 A $ 0 (1) 673,025 I See footnote (2)
Common Stock 10/30/2015   C   45,907 A $ 0 (3) 718,932 I See footnote (2)
Common Stock 10/30/2015   C   1,050,936 A $ 0 (4) 1,769,868 I See footnote (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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     198,412   (1)   (1) Common Stock 198,412 $ 0 0 I See footnote (2)
Series B Preferred Stock $ 0 (1) 10/30/2015   C     180,375   (1)   (1) Common Stock 180,375 $ 0 0 I See footnote (2)
Series C Preferred Stock $ 0 (1) 10/30/2015   C     64,308   (1)   (1) Common Stock 64,308 $ 0 0 I See footnote (2)
Series D Preferred Stock $ 0 (3) 10/30/2015   C     44,438   (3)   (3) Common Stock 45,907 $ 0 0 I See footnote (2)
Series D-1 Preferred Stock $ 0 (1) 10/30/2015   C     29,930   (1)   (1) Common Stock 29,930 $ 0 0 I See footnote (2)
Series E Preferred Stock $ 0 (4) 10/30/2015   C     106,326   (4)   (4) Common Stock 1,050,936 $ 0 0 I See footnote (2)

Reporting Owners

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

Signatures

 /s/ Alexei Andreev by Ron Shelton, Attorney-in-Fact   11/03/2015
**Signature of Reporting Person Date

 /s/ Harris & Harris Group, Inc. by Ron Shelton, Attorney-in-Fact   11/03/2015
**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) 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) 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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