EVERSPIN TECHNOLOGIES INC. — Director's Dealing 2016

Oct 8, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: EVERSPIN TECHNOLOGIES INC (MRAM)
CIK: 0001438423
Period of Report: 2016-10-07

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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	728115	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (503625)		Indirect
Series B Preferred Stock	$		Common Stock (271619)		Indirect
5% Convertible Subordinated Promissory Note	$		Common Stock ()		Indirect
5% Convertible Subordinated Promissory Note	$		Common Stock ()		Indirect

Footnotes

F1: The shares are held as follows: 633,144 by NV Partners IV, L.P. ("NV IV") and 94,971 by NV Partners IV-C, L.P. ("NV IV-C").

F2: NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IV-C. 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.

F3: The reported securities are convertible at any time on a one-for-one basis, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.

F4: The shares are held as follows: 437,935 by NV IV and 65,690 by NV IV-C.

F5: The shares are held as follows: 236,191 by NV IV and 35,428 by NV IV-C.

F6: The notes were issued in the original principal amount of $1,621,651.27 to NV IV and $243,247.73 to NV IV-C. The outstanding principal and accrued interest on such notes will automatically convert 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 bear interest at a rate of 5% per annum. The notes have accrued interest of $55,758.15 for NV IV and $8,363.72 for NV IV-C to date and will continue to accrue interest until conversion. The notes have no expiration date.

F7: The notes were issued in the original principal amount of $1,135,156.42 to NV IV and $170,273.49 to NV IV-C. The outstanding principal and accrued interest on such notes will automatically convert 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 bear interest at a rate of 5% per annum. The notes have accrued interest of $10,263.06 for NV IV and $1,539.46 for NV IV-C to date and will continue to accrue interest until conversion. The notes have no expiration date.