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