EVERSPIN TECHNOLOGIES INC 4

Accession 0001209191-16-146043

$MRAMCIK 0001438423operating

View on SEC.gov Company Profile

Filed

Oct 16, 8:00 PM ET

Accepted

Oct 17, 4:25 PM ET

Size

31.4 KB

Accession

0001209191-16-146043

Insider Transaction Report

Form 4

Period: 2016-10-13

EVERSPIN TECHNOLOGIES INCMRAM

Lux Capital Management, LLC

10% Owner

Transactions

Conversion
Common Stock
2016-10-13+118,606→ 656,465 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+89,946$575,654→ 878,130 total(indirect: See Footnote)
Conversion
Series B Preferred Stock
2016-10-13−118,606→ 0 total(indirect: See Footnote)
→ Common Stock (118,606 underlying)
Conversion
Series A Preferred Stock
2016-10-13−219,916→ 0 total(indirect: See Footnote)
→ Common Stock (219,916 underlying)
Conversion
Common Stock
2016-10-13+219,916→ 537,859 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+131,719$843,002→ 788,184 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (89,946 underlying)
Purchase
Common Stock
2016-10-13$8.00/sh+137,420$1,099,360→ 1,015,550 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (131,719 underlying)

Lux Venture Associates II, LLC

10% Owner

Transactions

Conversion
Series A Preferred Stock
2016-10-13−219,916→ 0 total(indirect: See Footnote)
→ Common Stock (219,916 underlying)
Conversion
Common Stock
2016-10-13$6.40/sh+131,719$843,002→ 788,184 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+89,946$575,654→ 878,130 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13+118,606→ 656,465 total(indirect: See Footnote)
Purchase
Common Stock
2016-10-13$8.00/sh+137,420$1,099,360→ 1,015,550 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (131,719 underlying)
Conversion
Common Stock
2016-10-13+219,916→ 537,859 total(indirect: See Footnote)
Conversion
Series B Preferred Stock
2016-10-13−118,606→ 0 total(indirect: See Footnote)
→ Common Stock (118,606 underlying)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (89,946 underlying)

Lux Venture Partners II, L.P.

10% Owner

Transactions

Conversion
Common Stock
2016-10-13$6.40/sh+131,719$843,002→ 788,184 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (131,719 underlying)
Purchase
Common Stock
2016-10-13$8.00/sh+137,420$1,099,360→ 1,015,550 total(indirect: See Footnote)
Conversion
Series B Preferred Stock
2016-10-13−118,606→ 0 total(indirect: See Footnote)
→ Common Stock (118,606 underlying)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (89,946 underlying)
Conversion
Common Stock
2016-10-13+118,606→ 656,465 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+89,946$575,654→ 878,130 total(indirect: See Footnote)
Conversion
Series A Preferred Stock
2016-10-13−219,916→ 0 total(indirect: See Footnote)
→ Common Stock (219,916 underlying)
Conversion
Common Stock
2016-10-13+219,916→ 537,859 total(indirect: See Footnote)

Lux Ventures II Sidecar LP

10% Owner

Transactions

Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (131,719 underlying)
Conversion
Common Stock
2016-10-13+118,606→ 656,465 total(indirect: See Footnote)
Conversion
Series A Preferred Stock
2016-10-13−219,916→ 0 total(indirect: See Footnote)
→ Common Stock (219,916 underlying)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (89,946 underlying)
Conversion
Common Stock
2016-10-13+219,916→ 537,859 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+131,719$843,002→ 788,184 total(indirect: See Footnote)
Conversion
Series B Preferred Stock
2016-10-13−118,606→ 0 total(indirect: See Footnote)
→ Common Stock (118,606 underlying)
Conversion
Common Stock
2016-10-13$6.40/sh+89,946$575,654→ 878,130 total(indirect: See Footnote)
Purchase
Common Stock
2016-10-13$8.00/sh+137,420$1,099,360→ 1,015,550 total(indirect: See Footnote)

Lux Ventures II, L.P.

10% Owner

Transactions

Conversion
Common Stock
2016-10-13+219,916→ 537,859 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13+118,606→ 656,465 total(indirect: See Footnote)
Conversion
Common Stock
2016-10-13$6.40/sh+89,946$575,654→ 878,130 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (89,946 underlying)
Conversion
Series A Preferred Stock
2016-10-13−219,916→ 0 total(indirect: See Footnote)
→ Common Stock (219,916 underlying)
Conversion
Series B Preferred Stock
2016-10-13−118,606→ 0 total(indirect: See Footnote)
→ Common Stock (118,606 underlying)
Conversion
Common Stock
2016-10-13$6.40/sh+131,719$843,002→ 788,184 total(indirect: See Footnote)
Conversion
5% Convertible Subordinated Promissory Note
2016-10-13→ 0 total(indirect: See Footnote)
Exercise: $6.40→ Common Stock (131,719 underlying)
Purchase
Common Stock
2016-10-13$8.00/sh+137,420$1,099,360→ 1,015,550 total(indirect: See Footnote)

Footnotes (12)

[F1]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.
[F10]The shares were held as follows: 113,833 by LV II and 4,773 by Sidecar.
[F11]The notes were issued in the original principal amount of $781,563.56 to LVII and $32,775.44 to Sidecar. 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 $27,515.32 for LVII and $1,153.88 for Sidecar through October 12, 2016.
[F12]The notes were issued in the original principal amount of $547,094.52 to LVII and $22,943.00 to Sidecar. 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 $5,396.00 for LVII and $226.29 for Sidecar through October 12, 2016.
[F2]The shares are held as follows: 516,212 by Lux Ventures II, L.P. ("LVII") and 21,647 by Lux Ventures II Sidecar, L.P. ("Sidecar").
[F3]Lux Venture Partners II, L.P. ("LVPII") is the general partner of LVII and Sidecar. Lux Venture Associates II, LLC ("LVAII") is the general partner of LVPII and Lux Capital Management, LLC ("LCM LLC") is the sole member of LVAII. Joshua Wolfe and Peter Hebert are the individual managers of LCM LLC (the "Individual Managers"). LVPII 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.
[F4]LCM LLC, as sole member of LVAII, may be deemed to share voting and investment powers for the shares held by LVII 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.
[F5]The shares are held as follows: 630,045 by LV II and 26,420 by Sidecar.
[F6]The shares are held as follows: 756,463 by LV II and 31,721 by Sidecar.
[F7]The shares are held as follows: 842,789 by LV II and 35,341 by Sidecar.
[F8]The shares are held as follows: 974,678 by LV II and 40,872 by Sidecar.
[F9]The shares were held as follows: 211,065 by LV II and 8,851 by Sidecar.

Documents

1 file

4
doc4.xmlPrimary
FORM 4 SUBMISSION

Issuer

EVERSPIN TECHNOLOGIES INC

CIK 0001438423

→

Entity typeoperating

IncorporatedUnited States

Related Parties

filerCIK 0001438423

Filing Metadata

Form type: 4
Filed: Oct 16, 8:00 PM ET
Accepted: Oct 17, 4:25 PM ET
Size: 31.4 KB

View on SEC.gov