EVERSPIN TECHNOLOGIES INC. — Director's Dealing 2016

Oct 7, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: Sigma Partners 8 LP (10% Owner)
Reporting Person: Sigma Management 8, L.L.C. (10% Owner)
Reporting Person: Sigma Associates 8, L.P. (10% Owner)
Reporting Person: Sigma Investors 8, L.P. (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	388328	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (268599)		Indirect
Series B Preferred Stock	$		Common Stock (144863)		Indirect
5% Convertible Subordinated Promissory Note	$		Common Stock ()		Indirect
5% Convertible Subordinated Promissory Note	$		Common Stock ()		Indirect

Footnotes

F1: Includes 372,465 shares held by Sigma Partners 8, L.P., 11,903 shares held by Sigma Associates 8, L.P. and 3,960 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power.

F2: 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.

F3: Includes 256,176 shares held by Sigma Partners 8, L.P., 9,582 shares held by Sigma Associates 8, L.P. and 2,841 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power.

F4: Includes 138,948 shares held by Sigma Partners 8, L.P., 4,439 shares held by Sigma Associates 8, L.P. and 1,476 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power.

F5: The notes were issued in the original principal amount of $954,379.44 to Sigma Partners 8, L.P., $30,163.90 to Sigma Associates 8, L.P. and $10,068.66 to Sigma Investors 8, L.P. 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. Notes bear interest at a rate of 5% per annum. The notes have accrued interest of $32,945.70 to Sigma Partners 8, L.P., $1,041.27 to Sigma Associates 8, L.P. and $347.58 to Sigma Investors 8, L.P. to date and will continue to accrue interest until conversion. The note has no expiration date. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power

F6: The notes were issued in the original principal amount of $668,066.03 to Sigma Partners 8, L.P., $21,114.74 to Sigma Associates 8, L.P. and $7,048.07 to Sigma Investors 8, L.P. 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 $6,131.56 to Sigma Partners 8, L.P., $193.79 to Sigma Associates 8, L.P. and $64.69 to Sigma Investors 8, L.P. to date and will continue to accrue interest until conversion. The note has no expiration date. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power.