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: Hebert Peter (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	317943	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (219916)		Indirect
Series B Preferred Stock	$		Common Stock (118606)		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: 305,147 by Lux Ventures II, L.P. ("LV-II") and 12,796 by Lux Ventures II Sidecar, L.P. ("Sidecar").

F2: Lux Venture Partners II, L.P. ("LVP-II") is the general partner of LV-II and Sidecar. Lux Venture Associates II, LLC ("LVA-II") is the general partner of LVP-II and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVA-II. Mr. Hebert is an individual manager of LCM LLC.

F3: LCM LLC, as sole member of LVA-II, may be deemed to share voting and investment powers for the shares held by LV-II and Sidecar. Mr. Hebert 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 proportionate pecuniary interest therein.

F4: 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.

F5: The shares are held as follows: 211,065 by LV II and 8,851 by Sidecar.

F6: The shares are held as follows: 113,833 by LV II and 4,773 by Sidecar.

F7: The notes were issued in the original principal amount of $781,563.56 to LV-II and $32,775.44 to Sidecar. 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 $26,872.94 for LV-II and $1,126.94 for Sidecar to date and will continue to accrue interest until conversion. The notes have no expiration date.

F8: The notes were issued in the original principal amount of $547,094.52 to LV-II and $22,943.00 to Sidecar. 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 $4,946.33 for LV-II and $207.43 for Sidecar to date and will continue to accrue interest until conversion. The notes have no expiration date.