SEC Form 4 · accession 0001209191-16-146045

EVERSPIN TECHNOLOGIES INC. · MRAM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Peter Hebert

Director

Period of report

Oct 13, 2016

Accepted (ET)

Oct 17, 2016 · 4:26 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001438423

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3,F4	Oct 13, 2016	C	219,916	—	A	537,859	I	See Footnote
Common Stock^F1,F3,F4,F5	Oct 13, 2016	C	118,606	—	A	656,465	I	See Footnote
Common Stock^F3,F4,F6	Oct 13, 2016	C	131,719	$6.40	A	788,184	I	See Footnote
Common Stock^F3,F4,F7	Oct 13, 2016	C	89,946	$6.40	A	878,130	I	See Footnote
Common Stock^F3,F4,F8	Oct 13, 2016	P	137,420	$8.00	A	1,015,550	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Series A Preferred Stock^F9,F1	—	Oct 13, 2016	C	219,916	D	—	—	Common Stock	219,916	I
Series B Preferred Stock^F10,F1	—	Oct 13, 2016	C	118,606	D	—	—	Common Stock	118,606	I
5% Convertible Subordinated Promissory Note^F11	$6.40	Oct 13, 2016	C	—	D	—	—	Common Stock	131,719	I
5% Convertible Subordinated Promissory Note^F12	$6.40	Oct 13, 2016	C	—	D	—	—	Common Stock	89,946	I

Explanation of responses

F1The 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.
F10The shares were held as follows: 113,833 by LV II and 4,773 by Sidecar.
F11The 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.
F12The 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.
F2The 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").
F3Lux 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. Mr. Hebert is an individual manager of LCM LLC.
F4LCM LLC, as sole member of LVAII, may be deemed to share voting and investment powers for the shares held by LVII 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.
F5The shares are held as follows: 630,045 by LV II and 26,420 by Sidecar.
F6The shares are held as follows: 756,463 by LV II and 31,721 by Sidecar.
F7The shares are held as follows: 842,789 by LV II and 35,341 by Sidecar.
F8The shares are held as follows: 974,678 by LV II and 40,872 by Sidecar.
F9The shares were held as follows: 211,065 by LV II and 8,851 by Sidecar.