SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Lux Capital Management, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/07/2016

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	317,943	I	See Footnote⁽¹⁾⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	219,916	⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁵⁾
Series B Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	118,606	⁽⁴⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁶⁾
5% Convertible Subordinated Promissory Note	⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	⁽⁷⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁷⁾
5% Convertible Subordinated Promissory Note	⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁸⁾	⁽⁸⁾	I	See Footnote⁽²⁾⁽³⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Lux Capital Management, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lux Venture Associates II, LLC

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lux Venture Partners II, L.P.

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lux Ventures II Sidecar LP

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lux Ventures II, L.P.

(Last)

(First)

(Middle)

295 MADISON AVENUE, 24TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares are held as follows: 305,147 by Lux Ventures II, L.P. ("LV-II") and 12,796 by Lux Ventures II Sidecar, L.P. ("Sidecar").

2. Lux Venture Partners II, L.P. ("LVP-II") is the general partner of LV-II and Sidecar. Lux Venture Associates II, LLC ("LVA-II") is the general partner of LVP-II and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVA-II. Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVP-II and LCM LLC disclaim beneficial ownership of such shares, and this report shall not be deemed admission of beneficial ownership of such shares for purposes of Section 16 or for any other purpose, except to the extent of their proportionate pecuniary interests therein.

3. LCM LLC, as sole member of LVA-II, may be deemed to share voting and investment powers for the shares held by LV-II 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 their proportionate pecuniary interests therein.

4. The reported securities are convertible at any time on a one-for-one basis, in whole or in part, at the option of the holder, have no expiration date, and will convert into shares of common stock immediately prior to the closing of the Issuer's initial public offering.

5. The shares are held as follows: 211,065 by LV II and 8,851 by Sidecar.

6. The shares are held as follows: 113,833 by LV II and 4,773 by Sidecar.

7. The notes were issued in the original principal amount of $781,563.56 to LV-II and $32,775.44 to Sidecar. The outstanding principal and accrued interest on such notes will automatically convert 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 bear interest at a rate of 5% per annum. The notes have accrued interest of $26,872.94 for LV-II and $1,126.94 for Sidecar to date and will continue to accrue interest until conversion. The notes have no expiration date.

8. The notes were issued in the original principal amount of $547,094.52 to LV-II and $22,943.00 to Sidecar. The outstanding principal and accrued interest on such notes will automatically convert 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 bear interest at a rate of 5% per annum. The notes have accrued interest of $4,946.33 for LV-II and $207.43 for Sidecar to date and will continue to accrue interest until conversion. The notes have no expiration date.

Remarks:

	/s/ Jeff Winzeler attorney-in-fact for Lux Capital Management, LLC	10/07/2016
	/s/ Jeff Winzeler attorney-in-fact for Lux Venture Associates II, LLC	10/07/2016
	/s/ Jeff Winzeler attorney-in-fact for Lux Venture Partners II, L.P.	10/07/2016
	/s/ Jeff Winzeler attorney-in-fact for Lux Ventures II Sidecar, L.P.	10/07/2016
	/s/ Jeff Winzeler attorney-in-fact for Lux Ventures II, L.P.	10/07/2016
	** 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 5 (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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