SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

TATE GEOFFREY

(Last)

(First)

(Middle)

C/O EVERSPIN TECHNOLOGIES, INC.

1347 N. ALMA SCHOOL ROAD, SUITE 220

(Street)

CHANDLER

85224

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
EVERSPIN TECHNOLOGIES INC [ MRAM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/13/2016		C		22,383	A	⁽¹⁾	54,743	I	By Trust⁽²⁾
Common Stock	10/13/2016		C		12,071	A	⁽¹⁾	66,814	I	By Trust⁽²⁾
Common Stock	10/13/2016		C		13,406	A	$6.4	80,220	I	By Trust⁽²⁾
Common Stock	10/13/2016		C		9,154	A	$6.4	89,374	I	By Trust⁽²⁾
Common Stock	10/13/2016		P		13,986	A	$8	103,360	I	By Trust⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	10/13/2016		C			22,383	⁽¹⁾	⁽¹⁾	Common Stock	22,383	$0.00	0	D
Series B Preferred Stock	⁽¹⁾	10/13/2016		C			12,071	⁽¹⁾	⁽¹⁾	Common Stock	12,071	$0.00	0	D
5% Convertible Subordinated Promissory Note	$6.4	10/13/2016		C			$82,884⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	13,406	$0.00	0	D
5% Convertible Subordinated Promissory Note	$6.4	10/13/2016		C			$58,018.72⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	9,154	$0.00	0	D

Explanation of Responses:

1. 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.

2. The shares are held by the Tate Family Trust Dated 09/30/98, of which Mr. Tate is a trustee.

3. The note was issued in the original principal amount of $82,884. The outstanding principal and accrued interest on such note 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 note bore interest at a rate of 5% per annum. The note had accrued interest of $2,917.97 through October 12, 2016.

4. The note was issued in the original principal amount of $58,018.72. The outstanding principal and accrued interest on such note 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 note bore interest at a rate of 5% per annum. The note had accrued interest of $572.24 through October 12, 2016.

Remarks:

	/s/ Matt Hemington, attorney-in-fact	10/17/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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