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 *
  Modi Sohrab
2. Date of Event Requiring Statement (Month/Day/Year)
11/01/2018
3. Issuer Name and Ticker or Trading Symbol
ADESTO TECHNOLOGIES Corp [IOTS]
(Last)
(First)
(Middle)
C/O ADESTO TECHNOLOGIES CORPORATION, 3600 PETERSON WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANTA CLARA, CA 95054
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock (1) 11,785
D
 

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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 09/17/2028 Common Stock 8,000 $ 6.15 D  
Employee Stock Option (right to buy)   (3) 09/17/2028 Common Stock 26,515 $ 6.15 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Modi Sohrab
C/O ADESTO TECHNOLOGIES CORPORATION
3600 PETERSON WAY
SANTA CLARA, CA 95054
      Chief Strategy Officer  

Signatures

/s/ Sohrab Modi by Willow Yang, Attorney-in-Fact 11/13/2018
**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 restricted stock unit ("RSU") represents a contingent right to receive one (1) share of the issuer's common stock upon settlement for no consideration. The RSUs will vest as to 25% of the total shares on 09/17/19, and will further vest in equal quarterly installments thereafter, with 100% of the RSUs vested on 09/17/22, subject to the Reporting Person's provision of service to the issuer on each vesting date. Shares of the issuer's common stock will be delivered to the Reporting Person following vesting.
(2) The stock option vests and becomes exercisable as to 100% of the total shares on 12/31/19, subject to the Reporting Person's provision of service to the issuer through such vesting date.
(3) The stock option vests and becomes exercisable as to 25% of the total shares on 09/17/19, with an additional 6.25% vesting in equal quarterly installments thereafter, with 100% of the total shares subject to the option vested on 09/17/22, subject to the Reporting Person's provision of service to the issuer on each vesting date

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