EVERSPIN TECHNOLOGIES INC. — Director's Dealing 2016

Oct 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EVERSPIN TECHNOLOGIES INC (MRAM)
CIK: 0001438423
Period of Report: 2016-10-13

Reporting Person: NVPG IV, LLC (10% Owner)
Reporting Person: NV PARTNERS IV L P (10% Owner)
Reporting Person: NV PARTNERS IV C L P (10% Owner)
Reporting Person: GARMAN ANDREW (10% Owner)
Reporting Person: UHLMAN THOMAS M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-13	Common Stock	C	503625	—	Acquired	1231740	Indirect
2016-10-13	Common Stock	C	271619	—	Acquired	1503359	Indirect
2016-10-13	Common Stock	C	301648	$6.40	Acquired	1805007	Indirect
2016-10-13	Common Stock	C	205984	$6.40	Acquired	2010991	Indirect
2016-10-13	Common Stock	P	250000	$8.00	Acquired	2260991	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-13	Series A Preferred Stock	$	C	503625	Disposed		Common Stock (503625)	Indirect
2016-10-13	Series B Preferred Stock	$	C	271619	Disposed		Common Stock (271619)	Indirect
2016-10-13	5% Convertible Subordinated Promissory Note	$6.40	C		Disposed		Common Stock (301648)	Indirect
2016-10-13	5% Convertible Subordinated Promissory Note	$6.40	C		Disposed		Common Stock (205984)	Indirect

Footnotes

F1: The reported securities converted into shares of the Issuer's common stock on a one-for-one basis immediately prior to the closing of the Issuer's initial public offering and had no expiration date.

F2: The shares are held as follows: 1,071,079 by NV Partners IV, L.P. ("NV IV") and 160,661 by NV Partners IVC,L.P. ("NVI VC").

F3: NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IVC. Mr. Garman and Mr. Uhlman are individual managing members of NVPG. Each disclaims beneficial ownership over the shares reported herein, and this report shall not be deemed an admission of beneficial ownership for the purposes of Section 16 or for any other purpose, except to the extent of his or its proportionate pecuniary interest therein.

F4: The shares are held as follows: 1,307,270 by NV IV and 196,089 by NVIVC.

F5: The shares are held as follows: 1,569,573 by NV IV and 235,434 by NVIVC.

F6: The shares are held as follows: 1,748,690 by NV IV and 262,301 by NVIVC.

F7: The shares are held as follows: 1,966,081 by NV IV and 294,910 by NVIVC.

F8: The shares were held as follows: 437,935 by NV IV and 65,690 by NV IVC.

F9: The shares were held as follows: 236,191 by NV IV and 35,428 by NV IVC.

F10: The notes were issued in the original principal amount of $1,621,651.27 to NV IV and $243,247.73 to NV IVC. The outstanding principal and accrued interest on such notes automatically converted into shares of common stock of the Issuer immediately prior to the closing of the Issuer's initial public offering at a conversion rate equal to 80% of the initial public offering price. The notes bore interest at a rate of 5% per annum. The notes had accrued interest of $57,091.01 for NV IV and $8,563.65 for NV IVC through October 12, 2016.

F11: The notes were issued in the original principal amount of $1,135,156.42 to NV IV and $170,273.49 to NV IVC. The outstanding principal and accrued interest on such notes automatically converted into shares of common stock of the Issuer immediately prior to the closing of the Issuer's initial public offering at a conversion rate equal to 80% of the initial public offering price. The notes bore interest at a rate of 5% per annum. The notes had accrued interest of $11,196.06 for NV IV and $1,679.41 for NV IVC through October 12, 2016.