0001209191-16-145478.txt : 20161007 0001209191-16-145478.hdr.sgml : 20161007 20161007201231 ACCESSION NUMBER: 0001209191-16-145478 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161007 FILED AS OF DATE: 20161007 DATE AS OF CHANGE: 20161007 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: EVERSPIN TECHNOLOGIES INC CENTRAL INDEX KEY: 0001438423 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 262640654 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1347 N ALMA SCHOOL ROAD STREET 2: SUITE 220 CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 480-347-1111 MAIL ADDRESS: STREET 1: 1347 N ALMA SCHOOL ROAD STREET 2: SUITE 220 CITY: CHANDLER STATE: AZ ZIP: 85224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TATE GEOFFREY CENTRAL INDEX KEY: 0001192512 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37900 FILM NUMBER: 161928974 MAIL ADDRESS: STREET 1: 4440 EL CAMINO REAL CITY: LOS ALTOS STATE: CA ZIP: 94022 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-10-07 0 0001438423 EVERSPIN TECHNOLOGIES INC MRAM 0001192512 TATE GEOFFREY C/O EVERSPIN TECHNOLOGIES, INC. 1347 N. ALMA SCHOOL ROAD, SUITE 220 CHANDLER AZ 85224 1 0 0 0 Common Stock 32360 I See Footnote Nonqualified Stock Option (Right to Buy) 4.42 2024-05-12 Common Stock 4153 D Nonqualified Stock Option (Right to Buy) 4.42 2024-05-12 Common Stock 1923 D Nonqualified Stock Option (Right to Buy) 4.42 2019-08-18 Common Stock 3846 D Nonqualified Stock Option (Right to Buy) 4.42 2021-01-24 Common Stock 961 D Nonqualified Stock Option (Right to Buy) 15.86 2026-07-11 Common Stock 16250 D Series A Preferred Stock Common Stock 22383 I See Footnote Series B Preferred Stock Common Stock 12071 I See Footnote 5% Convertible Subordinated Promissory Note Common Stock I See Footnote 5% Convertible Subordinated Promissory Note Common Stock I See Footnote Shares held by the Tate Family Trust Dated 09/30/98, of which Mr. Tate is a trustee. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from August 20, 2013. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from August 18, 2009. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from January 21, 2011. 1/12th of the shares subject to the option shall vest in successive equal monthly installments measured from May 9, 2016. 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. The note was issued in the original principal amount of $82,884. The outstanding principal and accrued interest on such note 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 note bears interest at a rate of 5% per annum. The note has accrued interest of $2,849.85 to date and will continue to accrue interest until conversion. The note has no expiration date. The note was issued in the original principal amount of $58,018.72. The outstanding principal and accrued interest on such note will automatically convert into shares of common stock, par value $0.0001 per share, 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 bears interest at a rate of 5% per annum. The note has accrued interest of $524.55 to date and will continue to accrue interest until conversion. The note has no expiration date. /s/ Jeff Winzeler, Attorney-in-Fact 2016-10-07 EX-24.3_679420 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents that the undersigned hereby constitutes and appoints each of Phillip LoPresti, Jeff Winzeler and Matt Hemington, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or more than 10% stockholder of Everspin Technologies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney in fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney in fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney in fact may approve in such attorney in fact's discretion. The undersigned hereby grants to each such attorney in fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney in fact, or such attorney in fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or Cooley LLP. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 30th day of August, 2016. /s/ Geoffrey R. Tate Geoffrey R. Tate