Sec Form 4 Filing - Socolof Stephen @ EVERSPIN TECHNOLOGIES INC - 2016-10-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Socolof Stephen 2. Issuer Name and Ticker or Trading Symbol EVERSPIN TECHNOLOGIES INC [ MRAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EVERSPIN TECHNOLOGIES, INC., 1347 N. ALMA SCHOOL ROAD, SUITE 220 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2016 (Street) CHANDLER, AZ85224 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/13/2016 C 503,625 A 1,231,740 I See Footnote ( 2 ) ( 3 ) Common Stock 10/13/2016 C 271,619 A 1,503,359 I See Footnote ( 3 ) ( 4 ) Common Stock 10/13/2016 C 301,648 A $ 6.4 1,805,007 I See Footnote ( 3 ) ( 5 ) Common Stock 10/13/2016 C 205,984 A $ 6.4 2,010,991 I See Footnote ( 3 ) ( 6 ) Common Stock 10/13/2016 P 250,000 A $ 8 2,260,991 I See Footnote ( 3 ) ( 7 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Dispos ed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 1 ) 10/13/2016 C 503,625 ( 1 ) ( 1 ) Common Stock 503,625 $ 0 0 I See Footnote ( 8 ) Series B Preferred Stock ( 1 ) 10/13/2016 C 271,619 ( 1 ) ( 1 ) Common Stock 271,619 $ 0 0 I See Footnote ( 9 ) 5% Convertible Subordinated Promissory Note $ 6.4 10/13/2016 C ( 10 ) ( 10 ) Common Stock 301,648 $ 0 0 I See Footnote ( 10 ) 5% Convertible Subordinated Promissory Note $ 6.4 10/13/2016 C ( 11 ) ( 11 ) Common Stock 205,984 $ 0 0 I See Footnote ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Socolof Stephen C/O EVERSPIN TECHNOLOGIES, INC. 1347 N. ALMA SCHOOL ROAD, SUITE 220 CHANDLER, AZ85224 X X Signatures /s/ Matt Hemington, attorney-in-fact 10/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The shares are held as follows: 1,071,079 by NV Partners IV, L.P. ("NV IV") and 160,661 by NV Partners IVC,L.P. ("NVI VC"). ( 3 )NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IVC.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. ( 4 )The shares are held as follows: 1,307,270 by NV IV and 196,089 by NVIVC. ( 5 )The shares are held as follows: 1,569,573 by NV IV and 235,434 by NVIVC. ( 6 )The shares are held as follows: 1,748,690 by NV IV and 262,301 by NVIVC. ( 7 )The shares are held as follows: 1,966,081 by NV IV and 294,910 by NVIVC. ( 8 )The shares were held as follows: 437,935 by NV IV and 65,690 by NV IVC. ( 9 )The shares were held as follows: 236,191 by NV IV and 35,428 by NV IVC. ( 10 )The notes were issued in the original principal amount of $1,621,651.27 to NV IV and $243,247.73 to NV IVC. 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 $57,091.01 for NV IV and $8,563.65 for NV IVC through October 12, 2016. ( 11 )The notes were issued in the original principal amount of $1,135,156.42 to NV IV and $170,273.49 to NV IVC. 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 $11,196.06 for NV IV and $1,679.41 for NV IVC through October 12, 2016.

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