4//SEC Filing
Derhacobian Narbeh 4
Accession 0001209191-20-039966
CIK 0001395848other
Filed
Jun 30, 8:00 PM ET
Accepted
Jul 1, 9:05 PM ET
Size
36.5 KB
Accession
0001209191-20-039966
Insider Transaction Report
Form 4
Derhacobian Narbeh
DirectorPresident and CEO
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−40→ 0 totalExercise: $1.65Exp: 2024-08-10→ Common Stock (40 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−82,418→ 0 totalExercise: $3.55Exp: 2027-03-09→ Common Stock (82,418 underlying) - Disposition from Tender
Common Stock
2020-06-29$12.55/sh−600,596$7,537,480→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−47,736→ 0 totalExercise: $5.87Exp: 2029-03-25→ Common Stock (47,736 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−86,075→ 0 totalExercise: $8.45Exp: 2028-04-23→ Common Stock (86,075 underlying) - Disposition from Tender
Common Stock
2020-06-29$12.55/sh−219,823$2,758,779→ 0 total(indirect: By Trust) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−5,030→ 0 totalExercise: $1.65Exp: 2023-06-17→ Common Stock (5,030 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−50→ 0 totalExercise: $1.65Exp: 2024-10-13→ Common Stock (50 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−30→ 0 totalExercise: $10.00Exp: 2025-09-28→ Common Stock (30 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−45→ 0 totalExercise: $1.65Exp: 2021-12-12→ Common Stock (45 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−15,151→ 0 totalExercise: $1.65Exp: 2023-06-17→ Common Stock (15,151 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−4,545→ 0 totalExercise: $3.30Exp: 2025-04-28→ Common Stock (4,545 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−50→ 0 totalExercise: $3.30Exp: 2025-04-28→ Common Stock (50 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2020-06-29−121→ 0 totalExercise: $1.65Exp: 2020-12-13→ Common Stock (121 underlying)
Footnotes (7)
- [F1]On February 20, 2020, Adesto Technologies Corporation (the "Company") entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement") with Dialog Semiconductor plc ("Dialog") and Azara Acquisition Corp., a wholly-owned direct or indirect subsidiary of Dialog ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned direct or indirect subsidiary of Dialog. Pursuant to the Merger Agreement all shares of Company common stock outstanding immediately prior to the effective time of the Merger (the "Effective Time"), were canceled and converted automatically into the right to receive $12.55 in cash.
- [F2]Pursuant to the Merger Agreement, at the Effective Time, each vested and outstanding Company performance-based restricted stock unit ("PSU") was canceled and converted into the right to receive $12.55 in cash per PSU.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company PSU was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per PSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such PSU was subject to immediately prior to the Effective Time.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each unvested and outstanding Company restricted stock unit ("RSU") was cancelled and converted into the right to receive, in Dialog's discretion, either (i) $12.55 per RSU or (ii) 0.2912 restricted stock units with respect to Dialog Ordinary Shares, in each case subject to the same vesting schedule, termination terms and other restrictions as such RSU was subject to immediately prior to the Effective Time.
- [F5]The Reporting Person is the trustee of The 2016 Derhacobian Trust. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of such securities for purposes of Section 16 or for any other purposes.
- [F6]Pursuant to the Merger Agreement, at the Effective Time, each vested outstanding Company stock option was cancelled and converted into the right to receive an amount in cash equal to (i) the difference between $12.55 and the exercise price of such stock option multiplied by (ii) the number of shares subject to such stock option.
- [F7]Pursuant to the Merger Agreement, at the Effective Time, each unvested Company stock option was either cancelled and converted into the right to receive, in Dialog's discretion, either (i) an amount in cash equal to (a) the difference between $12.55 and the exercise price of such stock option multiplied by (b) the number of shares subject to such stock option, or (ii) a restricted stock unit with respect to Dialog Ordinary Shares determined by multiplying (a) the number of shares subject to such stock option by (b) 0.2912, in each case by subject to the same vesting schedule, termination terms and other restrictions as such stock option was subject to immediately prior to the Effective Time.
Documents
Issuer
ADESTO TECHNOLOGIES Corp
CIK 0001395848
Entity typeother
Related Parties
1- filerCIK 0001654253
Filing Metadata
- Form type
- 4
- Filed
- Jun 30, 8:00 PM ET
- Accepted
- Jul 1, 9:05 PM ET
- Size
- 36.5 KB