SEC Form 4 · accession 0001401708-18-000121

NanoString Technologies Inc · NSTG

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Nicholas Galakatos

Director · 10% Owner

Period of report

Sep 17, 2018

Accepted (ET)

Sep 19, 2018 · 4:45 pm EDT

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 Stock^F1,F2	Sep 17, 2018	X	162,408	$8.448	A	4,121,848	I	See footnotes
Common Stock^F4,F1,F2	Sep 17, 2018	S	85,823	$15.99	D	4,036,025	I	See footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Common Stock Warrant (Right to Buy)^F1,F2	$8.448	Sep 17, 2018	X	162,408	D	Nov 1, 2011	Nov 1, 2018	Common Stock	162,408	0	I

Explanation of responses

F1Clarus 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 and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.
F2Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.
F3On September 17, 2018 Clarus Lifesciences II, L.P. ("Clarus") exercised warrants to purchase 162,408 shares of the Company's common stock for $8.448 per share. Clarus paid the exercise price on a cashless basis, resulting in the Company's withholding of 85,823 of the warrant shares to pay the exercise price and issuing to Clarus the remaining 76,585 shares.
F4Pursuant to the terms of a Lock-up Agreement executed by the Reporting Person, a member of the board of directors, in favor of the underwriters of the Company's public offering in July 2018 (the "Lock-up"), the Company withheld the number of shares set forth above pursuant to a net settlement permitted under the terms of the Lock-up. No shares were sold by the Reporting Person or Clarus in connection with the exercise and the common shares issued as a result of the exercise are subject to the terms of the Lock-up.