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Filing Details

Accession Number:: 0001209191-16-146043
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-10-17 16:25:25
Reporting Period:: 2016-10-13

Filing Date:: 2016-10-17
Accepted Time:: 2016-10-17 16:25:25
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
1343943	Lux Ventures Ii Sidecar Lp	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592755	Lux Ventures Ii, L.p.	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592756	Lux Venture Partners Ii, L.p.	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592842	Lux Venture Associates Ii, Llc	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes
1592843	Lux Capital Management, Llc	295 Madison Avenue, 24Th Floor New York NY 10017	No	No	No	Yes

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	219,916	$0.00	537,859	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	118,606	$0.00	656,465	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	131,719	$6.40	788,184	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	89,946	$6.40	878,130	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2016-10-13	137,420	$8.00	1,015,550	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	219,916	$0.00	219,916	$0.00
Common Stock	Series B Preferred Stock	Disposition	2016-10-13	118,606	$0.00	118,606	$0.00
Common Stock	5% Convertible Subordinated Promissory Note	Disposition	2016-10-13	0	$0.00	131,719	$6.40
Common Stock	5% Convertible Subordinated Promissory Note	Disposition	2016-10-13	0	$0.00	89,946	$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: 516,212 by Lux Ventures II, L.P. ("LVII") and 21,647 by Lux Ventures II Sidecar, L.P. ("Sidecar").
Lux Venture Partners II, L.P. ("LVPII") is the general partner of LVIIand 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. Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVPII and LCM LLC disclaim beneficial ownership of such shares, and this report shall not be deemed admission of beneficialownership of such shares for purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.
LCM LLC, as sole member of LVAII, may be deemed to share voting and investment powers for the shares held by LVII and Sidecar. As one of three individual managers, each Individual Manager disclaims beneficial ownership over the shares reported herein, and in all events disclaims beneficial ownership, 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 theirproportionate pecuniary interests therein.
The shares are held as follows: 630,045 by LV II and 26,420 by Sidecar.
The shares are held as follows: 756,463 by LV II and 31,721 by Sidecar.
The shares are held as follows: 842,789 by LV II and 35,341 by Sidecar.
The shares are held as follows: 974,678 by LV II and 40,872 by Sidecar.
The shares were held as follows: 211,065 by LV II and 8,851 by Sidecar.
The shares were held as follows: 113,833 by LV II and 4,773 by Sidecar.
The 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.
The 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.