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* Socolof Stephen (Last) (First) (Middle) C/O EVERSPIN TECHNOLOGIES, INC. 1347 N. ALMA SCHOOL ROAD, SUITE 220 (Street) CHANDLER AZ 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 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) 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	728,115	I	See Footnote(1)(2)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(3)	(3)	Common Stock	503,625	(3)	I	See Footnote(2)(4)
Series B Preferred Stock	(3)	(3)	Common Stock	271,619	(3)	I	See Footnote(2)(5)
5% Convertible Subordinated Promissory Note	(6)	(6)	Common Stock	(6)	(6)	I	See Footnote(2)(6)
5% Convertible Subordinated Promissory Note	(7)	(7)	Common Stock	(7)	(7)	I	See Footnote(2)(7)

Explanation of Responses:

1. The shares are held as follows: 633,144 by NV Partners IV, L.P. ("NV IV") and 94,971 by NV Partners IV-C, L.P. ("NV IV-C").

2. NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IV-C. Mr. Socolof is an individual managing member of NVPG. Mr. Socolof disclaims beneficial ownership over the shares reported herein, 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 his proportionate pecuniary interest therein.

3. 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.

4. The shares are held as follows: 437,935 by NV IV and 65,690 by NV IV-C.

5. The shares are held as follows: 236,191 by NV IV and 35,428 by NV IV-C.

6. The notes were issued in the original principal amount of $1,621,651.27 to NV IV and $243,247.73 to NV IV-C. 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 $55,758.15 for NV IV and $8,363.72 for NV IV-C to date and will continue to accrue interest until conversion. The notes have no expiration date.

7. The notes were issued in the original principal amount of $1,135,156.42 to NV IV and $170,273.49 to NV IV-C. 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 $10,263.06 for NV IV and $1,539.46 for NV IV-C to date and will continue to accrue interest until conversion. The notes have 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).
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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/ Stephen J. Socolof

	Stephen J. Socolof