X0306 4 2016-10-13 1 0001438423 EVERSPIN TECHNOLOGIES INC MRAM 0001412394 Sigma Partners 8 LP 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL CA 95008 0 0 1 0 0001686299 Sigma Associates 8, L.P. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL CA 95008 0 0 1 0 0001686298 Sigma Investors 8, L.P. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL CA 95008 0 0 1 0 0001686297 Sigma Management 8, L.L.C. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL CA 95008 0 0 1 0 Common Stock 2016-10-13 4 C 0 268599 A 656927 I See footnote Common Stock 2016-10-13 4 C 0 144863 A 801790 I See footnote Common Stock 2016-10-13 4 C 0 160878 6.40 A 962668 I See footnote Common Stock 2016-10-13 4 C 0 109857 6.40 A 1072525 I See footnote Common Stock 2016-10-13 4 P 0 167841 8.00 A 1240366 I see footnote Series A Preferrd Stock 2016-10-13 4 C 0 268599 0.00 D Common Stock 268599 0 I See footnote Series B Preferred Stock 2016-10-13 4 C 0 144863 0.00 D Common Stock 144863 0 I See footnote 5% Convertible Subordinated Promissory Note 6.40 2016-10-13 4 C 0 994612.00 0.00 D Common Stock 160878 0 I See footnote 5% Convertible Subordinated Promissory Note 6.40 2016-10-13 4 C 0 696228.00 0.00 D Common Stock 109857 0 I See footnote Includes 256,176 shares held by Sigma Partners 8, L.P., 9,582 shares held by Sigma Associates 8, L.P. and 2,841 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. 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 held by Sigma Partners 8, L.P., Sigma Associates 8, L.P. and Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. Includes 138,948 shares held by Sigma Partners 8, L.P., 4,439 shares held by Sigma Associates 8, L.P. and 1,476 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. Includes 154,371 shares held by Sigma Partners 8, L.P., 4,879 shares held by Sigma Associates 8, L.P. and 1,628 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. Includes 105,414 shares held by Sigma Partners 8, L.P., 3,331 shares held by Sigma Associates 8, L.P. and 1,112 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. Includes 161,052 shares held by Sigma Partners 8, L.P., 5,090 shares held by Sigma Associates 8, L.P. and 1,699 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. The notes were issued in the original principal amount of $954,379.44 to Sigma Partners 8, L.P., $30,163.90 to Sigma Associates 8, L.P. and $10,068.66 to Sigma Investors 8, L.P. 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 $33,599.39 to Sigma Partners 8, L.P., $1,061.93 to Sigma Associates 8, L.P. and $354.47 to Sigma Investors 8, L.P. through October 2, 2016. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. The notes were issued in the original principal amount of $668,066.03 to Sigma Partners 8, L.P., $21,114.74 to Sigma Associates 8, L.P. and $7,048.07 to Sigma Investors 8, L.P. 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 note had accrued interest of $6,589.14 to Sigma Partners 8, L.P., $208.25 to Sigma Associates 8, L.P. and $69.52 to Sigma Investors 8, L.P. through October 12, 2016. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. /s/ Gregory Gretsch 2016-10-17