SEC Form 4 · accession 0001209191-17-008857
NanoString Technologies Inc · NSTG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James A Johnson
Officer — Chief Financial Officer
Period of report
Feb 6, 2017
Accepted (ET)
Feb 8, 2017 · 5:58 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001401708
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 6, 2017 | M | 3,333 | — | A | 8,422 | D | |
| Common StockF2 | Feb 6, 2017 | F | 1,089 | $18.80 | D | 7,333 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3 | — | Feb 6, 2017 | M | 3,333 | D | — | — | Common Stock | 3,333 | 6,667 | D |
| Restricted Stock UnitsF4,F5 | — | Feb 6, 2017 | A | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | D |
| Stock Option (right to buy)F6 | $18.80 | Feb 6, 2017 | A | 20,000 | A | — | Feb 5, 2027 | Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1Restricted stock units ("RSUs") convert into Common Stock on a one-for-one basis.
- F2The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of RSUs. These shares were not issued to or sold by the reporting person.
- F3On February 3, 2016, the reporting person was granted 10,000 RSUs, vesting in three equal installments beginning on the first market trading day following the first anniversary of the grant date.
- F4Each RSU represents a contingent right to receive one (1) share of Issuer's common stock.
- F51/3 of the RSUs vest on the first market trading day following the first anniversary of March 6, 2017 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date.
- F6The shares subject to this option shall vest at a rate of 1/48th of the total number of shares vest on the one-month anniversary of February 6, 2017 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date thereafter (and if there is no corresponding day, on the last day of the month) for so long as the recipient of the option remains a "Service Provider" (as defined in the 2013 Plan) of the Company, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date.