SEC Form 4 · accession 0001209191-17-001614
NanoString Technologies Inc · NSTG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Clarus Ventures II, LLC
10% Owner
Clarus Ventures II GP, L.P.
10% Owner
Clarus Lifesciences II, L.P.
10% Owner
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 8:42 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001401708
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3,F4,F1 | $22.30 | Jan 1, 2017 | A | 8,611 | A | — | Dec 31, 2026 | Common Stock | 8,611 | 8,611 | I |
Explanation of responses
- F1100% of the shares subject to the Option vest on the one year anniversary of January 1, 2017. The vesting of shares subject to the Option will accelerate in full upon a "change in control" as defined in the 2013 Equity Incentive Plan.
- F2These shares were awarded to Nicholas Galakatos, a member of the board of directors of the Issuer and an affiliate of the Reporting Persons. In accordance with the internal policies of Clarus Ventures, the options received by Dr. Galakatos must be held for the benefit of Clarus Ventures and its affiliates.
- F3Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.
- F4Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.