Edgar Filing: NanoString Technologies Inc

Ownership Submission

FORM 4

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

OVP VENTURE PARTNERS VI LP

2. Issuer Name and Ticker or Trading Symbol
NanoString Technologies Inc [NSTG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS, 1616 EASTLAKE AVE. E., SUITE 208

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

(Street)

SEATTLE, WA 98102

4. If Amendment, Date Original Filed(Month/Day/Year)
07/01/2013

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2013		C		364,585 ⁽¹⁾	A	⁽¹⁾	364,585	D ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013		C		357,145 ⁽⁵⁾	A	⁽⁵⁾	721,730	D ⁽²⁾ ⁽⁴⁾ ⁽⁶⁾
Common Stock	07/01/2013		C		710,228 ⁽⁷⁾	A	⁽⁷⁾	1,431,958	D ⁽²⁾ ⁽⁴⁾ ⁽⁸⁾
Common Stock	07/01/2013		C		517,022 ⁽⁷⁾	A	⁽⁷⁾	1,948,980	I ⁽⁹⁾	See footnotes ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock	07/01/2013		C		94,449 ⁽⁷⁾	A	⁽⁷⁾	2,043,429	I	See footnotes ⁽¹¹⁾ ⁽¹²⁾
Common Stock	07/01/2013		A		51,438	A	$ 10	2,094,867	I	See footnotes ⁽¹¹⁾ ⁽¹³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

07/01/2013

364,585

⁽¹⁾

Common Stock

364,585

$ 0

D ⁽²⁾ ⁽³⁾

Series B Preferred Stock

⁽⁵⁾

07/01/2013

357,145

⁽⁵⁾

Common Stock

357,145

$ 0

D ⁽²⁾ ⁽⁶⁾

Series C Preferred Stock

⁽⁷⁾

07/01/2013

710,228

⁽⁷⁾

Common Stock

710,228

$ 0

D ⁽²⁾ ⁽⁸⁾

Series D Preferred Stock

⁽⁷⁾

07/01/2013

517,022 ⁽¹⁰⁾

⁽⁷⁾

Common Stock

517,022

$ 0

I ⁽⁹⁾

See footnote ⁽¹¹⁾

Series E Preferred Stock

⁽⁷⁾

07/01/2013

94,449 ⁽¹²⁾

⁽⁷⁾

Common Stock

94,449

$ 0

See footnote ⁽¹¹⁾

Series D Preferred Warrant (Right to Buy)

⁽¹⁴⁾

07/01/2013

103,404 ⁽¹⁰⁾

⁽¹⁴⁾

11/01/2018

Common Stock

103,404

$ 8.45

I ⁽⁹⁾

See footnote ⁽¹¹⁾

Common Stock Warrant (Right to Buy)

⁽¹⁴⁾

07/01/2013

103,404 ⁽¹⁰⁾

⁽¹⁴⁾

11/01/2018

Common Stock

103,404

$ 8.45

103,404

I ⁽⁹⁾

See footnote ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OVP VENTURE PARTNERS VI LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VENTURE PARTNERS VII LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VI ENTREPRENEURS FUND LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VII ENTREPRENEURS FUND LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X

Signatures

/s/ Barbara Mery, Attorney-in-fact		07/26/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/26/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/26/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/26/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the automatic conversion of each share of Series A Preferred Stock into 1.4030303030303 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(2)	The shares were erroneously reported as indirectly held on the Reporting Person's initial Form 4.
(3)	357,293 of these shares are owned by OVP Venture Partners VI, L.P., and 7,292 of these shares are held by OVP VI Entrepreneurs Fund, L.P.
(4)	OVMC VI, LLC serves as the general partner of OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is a managing member of OVMC VI, LLC and shares voting and investment power over the shares held by OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is also a managing member of OVMC VII, LLC, the general partner of OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P., and shares voting and investment power over the shares held by OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Mr. Waite, the other managing members of OVMC VI, LLC and OVMC VII, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(5)	Reflects the automatic conversion of each share of Series B Preferred Stock into 1.55942857142857 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(6)	350,001 of these shares are owned by OVP Venture Partners VI, L.P., and 7,143 of these shares are held by OVP VI Entrepreneurs Fund, L.P.
(7)	Reflects the automatic conversion of each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(8)	705,256 of these shares are owned by OVP Venture Partners VI, L.P., and 4,972 of these shares are held by OVP VI Entrepreneurs Fund, L.P.
(9)	The shares were erroneously reported as directly held on the Reporting Person's initial Form 4.
(10)	The shares are held by OVP Venture Partners VII, L.P.
(11)	OVMC VII, LLC serves as the general partner of OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is a managing member of OVMC VII, LLC and shares voting and investment power over the shares held by OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is also a managing member of OVMC VI, LLC, the general partner of OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P., and shares voting and investment power over the shares held by OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P. Mr. Waite, the other managing members of OVMC VI, LLC and OVMC VII, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(12)	93,904 of these shares are owned by OVP Venture Partners VII, L.P., and 945 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(13)	50,410 of these shares are owned by OVP Venture Partners VII, L.P., and 1,028 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(14)	Reflects the automatic conversion of each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.