UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Everspin Technologies, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
30041T 104
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
NV Partners IV LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,319,619 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,319,619 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,319,619 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 2 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
NV Partners IV-C LP | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
197,939 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
197,939 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
197,939 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
1.0% | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
Page 3 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
NVPG IV LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
1,517,558* | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
1,517,558* | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,558* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| * | Consists of 1,319,619 shares of Common Stock held by NV Partners IV LP (“NV IV”) and 197,939 shares of Common held by NV Partners IV-C LP (“NV IVC”). The Reporting Person is general partner of NV IV and NV IVC. |
Page 4 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
Stephen Socolof | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
29,131 | ||||
| 6. | Shared Voting Power
1,517,558* | |||||
| 7. | Sole Dispositive Power
29,131 | |||||
| 8. | Shared Dispositive Power
1,517,558* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,546,689* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.9% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 1,319,619 shares of Common Stock held NV IV and 197,939 shares of Common held by NV IVC. NVPG IV LLC (“NVPG”) is the general partner of NV IV and NV IVC. The Reporting Person is a managing member of NVPG. |
Page 5 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
Andrew Garman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,517,558* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,517,558* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,558* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 1,319,619 shares of Common Stock held NV IV and 197,939 shares of Common held by NV IVC. NVPG is the general partner of NV IV and NV IVC. The Reporting Person is a managing member of NVPG. |
Page 6 of 11
CUSIP No. 30041T 104
| 1. |
Name of Reporting Persons
Thomas Ulhman | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,517,558* | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,517,558* | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,517,558* | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| * | Consists of 1,319,619 shares of Common Stock held NV IV and 197,939 shares of Common held by NV IVC. NVPG is the general partner of NV IV and NV IVC. The Reporting Person is a managing member of NVPG. |
Page 7 of 11
| Item 1. | |
(a) Name of Issuer
Everspin Technologies, Inc.
(b) Address of Issuer’s Principal Executive Offices
1347 N. Alma School Road, Suite 220
Chandler, AZ 85224
| Item 2. | |
(a) Name of Person Filing
NV Partners IV LP
NV Partners IV-C LP
NVPG IV LLC
Stephen Socolof
Andrew Garman
Thomas Uhlman
(b) Address of Principal Business Office or, if none, Residence
430 Mountain Avenue, Suite 404
Murray Hill, NJ 07974
(c) Citizenship
All entities were organized in Delaware. The individuals are all United States citizens.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
30041T 104
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable
Page 8 of 11
| Item 4. | Ownership |
| MPM Entity | Shares Held Directly |
Sole Voting Power |
Shared Voting Power |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class | |||||||
| NV IV |
1,319,619 | 1,319,619 | 0 | 1,319,619 | 0 | 1,319,619 | 6.7% | |||||||
| NV IVC |
197,939 | 197,939 | 0 | 197,939 | 0 | 197,939 | 1.0% | |||||||
| NVPG(1) |
0 | 0 | 2,260,991 | 0 | 2,260,991 | 2,260,991 | 7.7% | |||||||
| Stephen Socolof(1) |
29,131 | 29,131 | 1,546,689 | 29,131 | 1,546,689 | 1,546,689 | 7.9% | |||||||
| Andrew Garman(1) |
0 | 0 | 1,517,558 | 0 | 1,517,558 | 1,517,558 | 7.7% | |||||||
| Thomas Uhlman(1) |
0 | 0 | 1,517,558 | 0 | 1,517,558 | 1,517,558 | 7.7% |
| (1) | Consists of 1,319,619 shares of Common Stock held by NV IV and 197,939 shares of Common held by NV IVC. NVPG is the general partner of NV IV and NV IVC. Stephen Socolof, Andrew Garman and Thomas Uhlman are individual managing members of NVPG. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of a Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
Page 9 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2022
| NV PARTNERS IV LP | NV PARTNERS IV-C LP | |||||||
| By: | NVPG IV LLC, | By: | NVPG IV LLC, | |||||
| its General Partner | its General Partner | |||||||
| By: | /s/ Stephen Socolof |
By: | /s/ Stephen Socolof | |||||
| Name: Stephen Socolof | Name: Stephen Socolof | |||||||
| Title: Managing Member | Title: Managing Member | |||||||
| NVPG IV LLC | ||||||||
| By: | /s/ Stephen Socolof |
|||||||
| Name: Stephen Socolof | ||||||||
| Title: Managing Member | ||||||||
| By: | /s/ Andrew Garman |
By: | /s/ Stephen Socolof | |||||
| Name: Andrew Garman | Name: Stephen Socolof | |||||||
| By: | /s/ Thomas Uhlman |
|||||||
| Name: Thomas Uhlman | ||||||||
EXHIBITS
| A: | Joint Filing Agreement |
Page 10 of 11