Sec Form 4 Filing - Sigma Partners 8 LP @ 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 Sigma Partners 8 LP 2. Issuer Name and Ticker or Trading Symbol EVERSPIN TECHNOLOGIES INC [ MRAM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2105 S. BASCOM AVENUE, SUITE 370 3. Date of Earliest Transaction (MM/DD/YY) 10/13/2016 (Street) CAMPBELL, CA95008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 268,599 ( 1 ) A 656,927 I See footnote ( 3 ) Common Stock 10/13/2016 C 144,863 ( 4 ) A 801,790 I See footnote ( 3 ) Common Stock 10/13/2016 C 160,878 ( 5 ) A $ 6.4 962,668 I See footnote ( 3 ) Common Stock 10/13/2016 C 109,857 ( 6 ) A $ 6.4 1,072,525 I See footnote ( 3 ) Common Stock 10/13/2016 P 167,841 ( 7 ) A $ 8 1,240,366 I see footnote ( 3 )

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 Disposed 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 Preferrd Stock ( 2 ) 10/13/2016 C 268,599 ( 2 ) ( 2 ) Common Stock 268,599 $ 0 0 I See footnote ( 3 ) Series B Preferred Stock ( 2 ) 10/13/2016 C 144,863 ( 2 ) ( 2 ) Common Stock 144,863 $ 0 0 I See footnote ( 3 ) 5% Convertible Subordinated Promissory Note $ 6.4 10/13/2016 C ( 8 ) ( 8 ) Common Stock 160,878 $ 0 0 I See footnote ( 3 ) 5% Convertible Subordinated Promissory Note $ 6.4 10/13/2016 C ( 9 ) ( 9 ) Common Stock 109,857 $ 0 0 I See footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sigma Partners 8 LP 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Sigma Associates 8, L.P. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Sigma Investors 8, L.P. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Sigma Management 8, L.L.C. 2105 S. BASCOM AVENUE, SUITE 370 CAMPBELL, CA95008 X Signatures /s/ Gregory Gretsch 10/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 256,176 shares held by Sigma Partners 8, L.P., 9,582 shares held by Sigma Associates 8, L.P. and 2,841 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 2 )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 initialpublic offering and had no expiration date. ( 3 )The shares held by Sigma Partners 8, L.P., Sigma Associates 8, L.P. and Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 4 )Includes 138,948 shares held by Sigma Partners 8, L.P., 4,439 shares held by Sigma Associates 8, L.P. and 1,476 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 5 )Includes 154,371 shares held by Sigma Partners 8, L.P., 4,879 shares held by Sigma Associates 8, L.P. and 1,628 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 6 )Includes 105,414 shares held by Sigma Partners 8, L.P., 3,331 shares held by Sigma Associates 8, L.P. and 1,112 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 7 )Includes 161,052 shares held by Sigma Partners 8, L.P., 5,090 shares held by Sigma Associates 8, L.P. and 1,699 shares held by Sigma Investors 8, L.P. Sigma Management 8, L.L.C. is the general partner of Sigma Associates 8, L.P., Sigma Investors 8, L.P. and Sigma Partners 8, L.P. (collectively, the "Sigma Funds"). Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 8 )The notes were issued in the original principal amount of $954,379.44 to Sigma Partners 8, L.P., $30,163.90 to Sigma Associates 8, L.P. and $10,068.66 to Sigma Investors 8, L.P. The outstanding principal and accrued interest on such notes automatically converted into shares of common stock of the Issuer immediatel y 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 $33,599.39 to Sigma Partners 8, L.P., $1,061.93 to Sigma Associates 8, L.P. and $354.47 to Sigma Investors 8, L.P. through October 2, 2016. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power. ( 9 )The notes were issued in the original principal amount of $668,066.03 to Sigma Partners 8, L.P., $21,114.74 to Sigma Associates 8, L.P. and $7,048.07 to Sigma Investors 8, L.P. 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 note had accrued interest of $6,589.14 to Sigma Partners 8, L.P., $208.25 to Sigma Associates 8, L.P. and $69.52 to Sigma Investors 8, L.P. through October 12, 2016. Sigma Management 8, L.L.C. has sole voting and investment power. Robert Davoli, Fahri Diner, Paul Flanagan, Gregory Gretsch, John Mandile, Peter Solvik, Robert Spinner and Wade Woodson, as managing members of Sigma Management 8, L.L.C., share this power.

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