Sec Form 4/A Filing - Socolof Stephen @ EVERSPIN TECHNOLOGIES INC - 2021-11-12

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% Holder
(Last) (First) (Middle)
C/O NEW VENTURE PARTNERS, P.O. BOX 881
3. Date of Earliest Transaction (MM/DD/YY)
11/12/2021
(Street)
NEW PROVIDENCE, NJ07974
4. If Amendment, Date Original Filed (MM/DD/YY)
11/24/2021
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 11/12/2021 S 250,000( 1 ) D $ 10.41( 2 ) 2,010,991 I See Footnote( 3 )
Common Stock 11/19/2021 S 190,765( 4 ) D $ 12.39( 5 ) 1,820,226 I See Footnote( 6 )
Common Stock 11/23/2021 S 70,210( 7 ) D $ 12.41( 8 ) 1,750,016 I See Footnote( 9 )
Common Stock 29,131 D
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 Benefi cially 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Socolof Stephen
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
NVPG IV, LLC
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
NV PARTNERS IV L P
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
NV PARTNERS IV C L P
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
GARMAN ANDREW
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
UHLMAN THOMAS M
C/O NEW VENTURE PARTNERS
P.O. BOX 881
NEW PROVIDENCE, NJ07974
Former 10% Holder
Signatures
/s/ Matt Hemington, attorney-in-fact for Stephen J. Socolof 11/29/2021
Signature of Reporting Person Date
/s/ Matt Hemington, attorney-in-fact for NVPG IV LLC 11/29/2021
Signature of Reporting Person Date
/s/ Matt Hemington, attorney-in-fact for NV Partners IV LP 11/29/2021
Signature of Reporting Person Date
/s/ Matt Hemington, attorney-in-fact for NV Partners IV-C LP 11/29/2021
Signature of Reporting Person Date
/s/ Matt Hemington, attorney-in-fact for Andrew Garman 11/29/2021
Signature of Reporting Person Date
/s/ Matt Hemington, attorney-in-fact for Thomas M. Uhlman 11/29/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares were sold as follows: 217,391 by NV Partners IV L.P. ("NV IV") and 32,609 by NV Partners IVC L.P. ("NVI VC"). NVPG IV LLC ("NVPG") is the general partner of NV IV and NV IVC. Messrs. Socolof, Garman and Ulhman are individual managing members of NVPG. Each Reporting Person 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 or its proportionate pecuniary interest therein.
( 2 )Represents weighted average sales price. The shares were sold at prices ranging from $10.15 to $10.814. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 3 )The shares are held as follows: 1,748,690 by NV IV and 262,301 by NV IVC.
( 4 )The shares were sold as follows: 165,882 by NV IV and 24,883 by NVI VC.
( 5 )Represents weighted average sales price. The shares were sold at prices ranging from $12.20 to $12.54. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 6 )The shares are held as follows: 1,582,808 by NV IV and 237,418 by NVIVC.
( 7 )The shares were sold as follows: 61,052 by NV IV and 9,158 by NVIVC.
( 8 )Represents weighted average sales price. The shares were sold at prices ranging from $12.40 to $12.49. The Reporting Person will provide upon request, to the SEC, the Issuer or security holder of the Issuer, full information regarding the number of shares sold at each separate price.
( 9 )The shares are held as follows: 1,521,756 by NV IV and 228,260 by NVIVC.

Remarks:
The amendment is being filed to correct the date of earliest transaction and to include the additional Reporting Persons.

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 4(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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