SEC Form 4 · accession 0001209191-16-146060

EVERSPIN TECHNOLOGIES INC. · MRAM

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

Reporting owner

Stephen Socolof

Director · 10% Owner

Period of report

Oct 13, 2016

Accepted (ET)

Oct 17, 2016 · 4:47 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	Oct 13, 2016	C	503,625	—	A	1,231,740	I	See Footnote
Common Stock^F1,F3,F4	Oct 13, 2016	C	271,619	—	A	1,503,359	I	See Footnote
Common Stock^F3,F5	Oct 13, 2016	C	301,648	$6.40	A	1,805,007	I	See Footnote
Common Stock^F3,F6	Oct 13, 2016	C	205,984	$6.40	A	2,010,991	I	See Footnote
Common Stock^F3,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	D/I
Series A Preferred Stock^F8,F1	—	Oct 13, 2016	C	503,625	D	—	—	Common Stock	503,625	I
Series B Preferred Stock^F9,F1	—	Oct 13, 2016	C	271,619	D	—	—	Common Stock	271,619	I
5% Convertible Subordinated Promissory Note^F10	$6.40	Oct 13, 2016	C	—	D	—	—	Common Stock	301,648	I
5% Convertible Subordinated Promissory Note^F11	$6.40	Oct 13, 2016	C	—	D	—	—	Common Stock	205,984	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. Socolof is an individual managing member of NVPG. Mr. Socolof 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.
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.