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: Lux Capital Management, LLC (Former 10% Owner)
Reporting Person: Lux Venture Associates II, LLC (Former 10% Owner)
Reporting Person: Lux Venture Partners II, L.P. (Former 10% Owner)
Reporting Person: Lux Ventures II Sidecar LP (Former 10% Owner)
Reporting Person: Lux Ventures II, L.P. (Former 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-13	Common Stock	C	219916	—	Acquired	537859	Indirect
2016-10-13	Common Stock	C	118606	—	Acquired	656465	Indirect
2016-10-13	Common Stock	C	131719	$6.40	Acquired	788184	Indirect
2016-10-13	Common Stock	C	89946	$6.40	Acquired	878130	Indirect
2016-10-13	Common Stock	P	137420	$8.00	Acquired	1015550	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-13	Series A Preferred Stock	$	C	219916	Disposed		Common Stock (219916)	Indirect
2016-10-13	Series B Preferred Stock	$	C	118606	Disposed		Common Stock (118606)	Indirect
2016-10-13	5% Convertible Subordinated Promissory Note	$6.40	C		Disposed		Common Stock (131719)	Indirect
2016-10-13	5% Convertible Subordinated Promissory Note	$6.40	C		Disposed		Common Stock (89946)	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: 516,212 by Lux Ventures II, L.P. ("LVII") and 21,647 by Lux Ventures II Sidecar, L.P. ("Sidecar").

F3: Lux Venture Partners II, L.P. ("LVPII") is the general partner of LVII
and Sidecar. Lux Venture Associates II, LLC ("LVAII") is the general partner of LVPII and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVAII. Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVPII and LCM LLC disclaim beneficial ownership of such shares, and this report shall not be deemed admission of beneficial
ownership of such shares for purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.

F4: LCM LLC, as sole member of LVAII, may be deemed to share voting and investment powers for the shares held by LVII and Sidecar. As one of three individual managers, each Individual Manager disclaims beneficial ownership over the shares reported herein, and in all events disclaims beneficial ownership, 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 their
proportionate pecuniary interests therein.

F5: The shares are held as follows: 630,045 by LV II and 26,420 by Sidecar.

F6: The shares are held as follows: 756,463 by LV II and 31,721 by Sidecar.

F7: The shares are held as follows: 842,789 by LV II and 35,341 by Sidecar.

F8: The shares are held as follows: 974,678 by LV II and 40,872 by Sidecar.

F9: The shares were held as follows: 211,065 by LV II and 8,851 by Sidecar.

F10: The shares were held as follows: 113,833 by LV II and 4,773 by Sidecar.

F11: The notes were issued in the original principal amount of $781,563.56 to LVII and $32,775.44 to Sidecar. 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 $27,515.32 for LVII and $1,153.88 for Sidecar through October 12, 2016.

F12: The notes were issued in the original principal amount of $547,094.52 to LVII and $22,943.00 to Sidecar. 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 $5,396.00 for LVII and $226.29 for Sidecar through October 12, 2016.