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Filing Details

Accession Number:: 0001209191-16-146058
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-10-17 16:45:58
Reporting Period:: 2016-10-13

Filing Date:: 2016-10-17
Accepted Time:: 2016-10-17 16:45:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1438423	Everspin Technologies Inc	MRAM	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1245101	M Thomas Uhlman	C/O Everspin Technologies, Inc. 1347 N. Alma School Road, Suite 220 Chandler AZ 85224	No	No	Yes	No
1260347	Andrew Garman	C/O Everspin Technologies, Inc. 1347 N. Alma School Road, Suite 220 Chandler AZ 85224	No	No	Yes	No
1350134	P L C Iv Partners Nv	C/O Everspin Technologies, Inc. 1347 N. Alma School Road, Suite 220 Chandler AZ 85224	No	No	Yes	No
1350135	P L Iv Partners Nv	C/O Everspin Technologies, Inc. 1347 N. Alma School Road, Suite 220 Chandler AZ 85224	No	No	Yes	No
1686431	Nvpg Iv, Llc	C/O Everspin Technologies, Inc. 1347 N. Alma School Road, Suite 220 Chandler AZ 85224	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-10-13	503,625	$0.00	1,231,740	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	271,619	$0.00	1,503,359	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	301,648	$6.40	1,805,007	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	205,984	$6.40	2,010,991	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	250,000	$8.00	2,260,991	No	4	P	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	P	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Disposition	2016-10-13	503,625	$0.00	503,625	$0.00
Common Stock	Series B Preferred Stock	Disposition	2016-10-13	271,619	$0.00	271,619	$0.00
Common Stock	5% Convertible Subordinated Promissory Note	Disposition	2016-10-13	0	$0.00	301,648	$6.40
Common Stock	5% Convertible Subordinated Promissory Note	Disposition	2016-10-13	0	$0.00	205,984	$6.40

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

The 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.
The 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").
NVPG 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.
The shares are held as follows: 1,307,270 by NV IV and 196,089 by NVIVC.
The shares are held as follows: 1,569,573 by NV IV and 235,434 by NVIVC.
The shares are held as follows: 1,748,690 by NV IV and 262,301 by NVIVC.
The shares are held as follows: 1,966,081 by NV IV and 294,910 by NVIVC.
The shares were held as follows: 437,935 by NV IV and 65,690 by NV IVC.
The shares were held as follows: 236,191 by NV IV and 35,428 by NV IVC.
The 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.
The 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.