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^*

TATE GEOFFREY

(Last)

(First)

(Middle)

C/O EVERSPIN TECHNOLOGIES, INC.

1347 N. ALMA SCHOOL ROAD, SUITE 220

(Street)

CHANDLER

85224

(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)

X	Director	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)

X	Form filed by One Reporting Person
	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	32,360	I	See Footnote⁽¹⁾

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)
Nonqualified Stock Option (Right to Buy)	⁽²⁾	05/12/2024	Common Stock	4,153	$4.42	D
Nonqualified Stock Option (Right to Buy)	⁽²⁾	05/12/2024	Common Stock	1,923	$4.42	D
Nonqualified Stock Option (Right to Buy)	⁽³⁾	08/18/2019	Common Stock	3,846	$4.42	D
Nonqualified Stock Option (Right to Buy)	⁽⁴⁾	01/24/2021	Common Stock	961	$4.42	D
Nonqualified Stock Option (Right to Buy)	⁽⁵⁾	07/11/2026	Common Stock	16,250	$15.86	D
Series A Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	22,383	⁽⁶⁾	I	See Footnote⁽¹⁾
Series B Preferred Stock	⁽⁶⁾	⁽⁶⁾	Common Stock	12,071	⁽⁶⁾	I	See Footnote⁽¹⁾
5% Convertible Subordinated Promissory Note	⁽⁷⁾	⁽⁷⁾	Common Stock	⁽⁷⁾	⁽⁷⁾	I	See Footnote⁽¹⁾
5% Convertible Subordinated Promissory Note	⁽⁸⁾	⁽⁸⁾	Common Stock	⁽⁸⁾	⁽⁸⁾	I	See Footnote⁽¹⁾

Explanation of Responses:

1. Shares held by the Tate Family Trust Dated 09/30/98, of which Mr. Tate is a trustee.

2. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from August 20, 2013.

3. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from August 18, 2009.

4. 1/48th of the shares subject to the option shall vest in successive equal monthly installments measured from January 21, 2011.

5. 1/12th of the shares subject to the option shall vest in successive equal monthly installments measured from May 9, 2016.

6. 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.

7. 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.

8. 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.

Remarks:

	/s/ Jeff Winzeler, Attorney-in-Fact	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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