SEC Form 4 · accession 0001209191-16-146058
EVERSPIN TECHNOLOGIES INC. · MRAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas M Uhlman
10% Owner
Andrew Garman
10% Owner
NV PARTNERS IV C L P
10% Owner
NV PARTNERS IV L P
10% Owner
NVPG IV, LLC
10% Owner
Period of report
Oct 13, 2016
Accepted (ET)
Oct 17, 2016 · 4:45 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 StockF1,F2,F3 | Oct 13, 2016 | C | 503,625 | — | A | 1,231,740 | I | See Footnote |
| Common StockF1,F3,F4 | Oct 13, 2016 | C | 271,619 | — | A | 1,503,359 | I | See Footnote |
| Common StockF3,F5 | Oct 13, 2016 | C | 301,648 | $6.40 | A | 1,805,007 | I | See Footnote |
| Common StockF3,F6 | Oct 13, 2016 | C | 205,984 | $6.40 | A | 2,010,991 | I | See Footnote |
| Common StockF3,F7 | Oct 13, 2016 | P | 250,000 | $8.00 | A | 2,260,991 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred StockF8,F1 | — | Oct 13, 2016 | C | 503,625 | D | — | — | Common Stock | 503,625 | 0 | I |
| Series B Preferred StockF9,F1 | — | Oct 13, 2016 | C | 271,619 | D | — | — | Common Stock | 271,619 | 0 | I |
| 5% Convertible Subordinated Promissory NoteF10 | $6.40 | Oct 13, 2016 | C | — | D | — | — | Common Stock | 301,648 | 0 | I |
| 5% Convertible Subordinated Promissory NoteF11 | $6.40 | Oct 13, 2016 | C | — | D | — | — | Common Stock | 205,984 | 0 | 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 notes were issued in the original principal amount of $1,621,651.27 to NV IV and $243,247.73 to NV IVC. 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 $57,091.01 for NV IV and $8,563.65 for NV IVC through October 12, 2016.
- F11The notes were issued in the original principal amount of $1,135,156.42 to NV IV and $170,273.49 to NV IVC. 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 $11,196.06 for NV IV and $1,679.41 for NV IVC through October 12, 2016.
- F2The shares are held as follows: 1,071,079 by NV Partners IV, L.P. ("NV IV") and 160,661 by NV Partners IVC,L.P. ("NVI VC").
- F3NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IVC. 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.
- F4The shares are held as follows: 1,307,270 by NV IV and 196,089 by NVIVC.
- F5The shares are held as follows: 1,569,573 by NV IV and 235,434 by NVIVC.
- F6The shares are held as follows: 1,748,690 by NV IV and 262,301 by NVIVC.
- F7The shares are held as follows: 1,966,081 by NV IV and 294,910 by NVIVC.
- F8The shares were held as follows: 437,935 by NV IV and 65,690 by NV IVC.
- F9The shares were held as follows: 236,191 by NV IV and 35,428 by NV IVC.