SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
Nanosphere, Inc. |
(Name of Issuer)
Common Stock, $0.01 par value per share |
(Title of Class of Securities)
63009F105 |
(CUSIP Number)
Laura Mondrowski, Esq. Lurie Investments, Inc. 440 West Ontario Street Chicago, Illinois 60654 (312) 466-3750 |
Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 19, 2012 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall net 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).
13D
CUSIP No. 63009F105 | Page 2 of 16 |
1. |
Names of Reporting Persons
Lurie Investment Fund, L.L.C. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
5,006,136 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
5,006,136 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,006,136 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
9.2% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 3 of 16 |
1. |
Names of Reporting Persons
Eagle Capital Management, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
5,030,460 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
5,030,460 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,030,460 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
9.2% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 4 of 16 |
1. |
Names of Reporting Persons
AOQ Trust | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Florida | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,708,979 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power*
2,708,979 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,708,979 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
5.0% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 5 of 16 |
1. |
Names of Reporting Persons
Alfa-Tech, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,902,407 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,902,407 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,902,407 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
5.3% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 6 of 16 |
1. |
Names of Reporting Persons
Anda-Proquest, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
2,274,096 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
2,274,096 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,274,096 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
4.2% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 7 of 16 |
1. |
Names of Reporting Persons
Lurie Investments, Inc. | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
74,324 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
74,324 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
74,324 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14. |
Type of Reporting Person (See Instructions)
CO |
13D
CUSIP No. 63009F105 | Page 8 of 16 |
1. |
Names of Reporting Persons
WASK Investments, LLC | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
36,486 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
36,486 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
36,486 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.1% | |||||
14. |
Type of Reporting Person (See Instructions)
OO |
13D
CUSIP No. 63009F105 | Page 9 of 16 |
1. |
Names of Reporting Persons
LFT Partnership | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
1,635,904 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
1,635,904 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,635,904 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
3.0% | |||||
14. |
Type of Reporting Person (See Instructions)
PN |
13D
CUSIP No. 63009F105 | Page 10 of 16 |
1. |
Names of Reporting Persons
Ann and Robert H. Lurie Foundation | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
0 | ||||
8. | Shared Voting Power
112,891 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
112,891 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
112,891 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
0.2% | |||||
14. |
Type of Reporting Person (See Instructions)
CO |
13D
CUSIP No. 63009F105 | Page 11 of 16 |
1. |
Names of Reporting Persons
Mark Slezak | |||||
2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) x (b) ¨
| |||||
3. | SEC Use Only
| |||||
4. | Source of Funds (See Instructions)
WC | |||||
5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
524,324 | ||||
8. | Shared Voting Power
14,775,547 | |||||
9. | Sole Dispositive Power
524,324 | |||||
10. | Shared Dispositive Power
14,775,547 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,299,871 | |||||
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. |
Percent of Class Represented by Amount in Row (11)
28.1% | |||||
14. |
Type of Reporting Person (See Instructions)
IN |
13D
CUSIP No. 63009F105 | Page 12 of 16 |
This Amendment No. 8 amends the Schedule 13D filed by certain of the Reporting Persons on December 1, 2008, as previously amended on March 23, 2009, June 18, 2009, October 21, 2009, May 10, 2011, July 15, 2011, May 24, 2012, and June 15, 2012 (as so amended, the Schedule 13D). Except as specifically amended hereby, the Schedule 13D remains in full force and effect. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in such Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended by adding the following as the last paragraph thereof:
On July 19, 2012, LIF, using its working capital, agreed to purchase 1,000,000 shares of Common Stock in the Issuers underwritten public offering (the Offering) of 10,500,000 shares of Common Stock at the public offering price of $2.40 per share (such shares, the Offering Shares and collectively with the AOQ Purchased Shares, the LII Purchased Shares, the LIF Purchased Shares, the May 2009 Purchased Shares, the May 2011 Purchased Shares, the June-July 2011 Purchased Shares, the May 2012 Purchased Shares, and the APL Purchased Shares, the Purchased Shares). Piper Jaffray & Co. acted as the sole book-running manager and Roth Capital Partners is acting as co-manager for such offering. The Offering closed on July 24, 2012.
Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated in its entirety as follows:
(a)-(b) Amount beneficially owned: | Percent of class:* | |||||||
LIF |
5,006,136 shares | 9.2 | % | |||||
ECM |
5,030,460 shares | 9.3 | % | |||||
ATL |
2,902,407 shares | 5.3 | % | |||||
AOQ Trust |
2,708,979 shares | 5.0 | % | |||||
APL |
2,274,096 shares | 4.2 | % | |||||
WASK |
36,486 shares | 0.1 | % | |||||
Foundation |
112,891 shares | 0.2 | % | |||||
LII |
74,324 shares | 0.1 | % | |||||
LFT |
1,635,904 shares | 3.0 | % | |||||
Mark Slezak |
15,299,871 shares | 28.1 | % |
* | Based on 54,515,437 shares of Common Stock to be outstanding as of the close of the Offering on July 24, 2012 as reported by the Issuer in its Prospectus Supplement for the Offering filed with the Securities and Exchange Commission on July 20, 2012. |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote |
LIF |
0 shares | |||
ECM |
0 shares | |||
ATL |
0 shares | |||
AOQ Trust |
0 shares | |||
APL |
0 shares | |||
WASK |
0 shares | |||
Foundation |
0 shares | |||
LII |
0 shares | |||
LFT |
0 shares | |||
Mark Slezak |
524,324 shares |
13D
CUSIP No. 63009F105 | Page 13 of 16 |
(ii) | Shared power to vote or to direct the vote |
LIF |
5,006,136 shares | |||
ECM |
5,030,460 shares | |||
ATL |
2,902,407 shares | |||
AOQ Trust |
2,708,979 shares | |||
APL |
2,274,096 shares | |||
WASK |
36,486 shares | |||
Foundation |
112,891 shares | |||
LII |
74,324 shares | |||
LFT |
1,635,904 shares | |||
Mark Slezak |
14,775,547 shares | * |
(iii) | Sole power to dispose or direct the disposition of |
LIF |
0 shares | |||
ECM |
0 shares | |||
ATL |
0 shares | |||
AOQ Trust |
0 shares | |||
APL |
0 shares | |||
WASK |
0 shares | |||
Foundation |
0 shares | |||
LII |
0 shares | |||
LFT |
0 shares | |||
Mark Slezak |
524,324 shares |
(iv) | Shared power to dispose or to direct the disposition of |
LIF |
5,006,136 shares | |||
ECM |
5,030,460 shares | |||
ATL |
2,902,407 shares | |||
AOQ Trust |
2,708,979 shares | |||
APL |
2,274,096 shares | |||
WASK |
36,486 shares | |||
Foundation |
112,891 shares | |||
LII |
74,324 shares | |||
LFT |
1,635,904 shares | |||
Mark Slezak |
14,775,547 shares | * |
* | Mr. Slezak shares voting and dispositive power over the 2,708,979 shares held by AOQ Trust with Ann Lurie who is also a trustee of AOQ Trust. See Item 2 of the Schedule 13D for more information about Ann Lurie. |
13D
CUSIP No. 63009F105 | Page 14 of 16 |
Mark Slezak as (i) the managing member of ECM, which is the executive managing member of LIF and the managing member of ATL and APL, (ii) the managing member of WASK; (iii) the Investment Manager of LFT; (iv) an executive officer of LII; (v) an executive officer and director of the Foundation and (v) a trustee of AOQ Trust, may be deemed to be the beneficial owner of the shares of Common Stock held by those entities. Mr. Slezak disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(c) Since the filing of Amendment No. 7 to the Schedule 13D on June 15, 2012, no transactions in the Common Stock were effected by the Reporting Persons except for the Offering Shares and the following open market purchase by APL using its working capital:
Date |
No. of Shares | Price | ||||||
6/15/2012 |
229,746 | $ | 2.0464 |
The price shown above represents the weighted average price of multiple transactions. The Reporting Persons, upon request by the staff of the Securities and Exchange Commission, undertake to provide further information regarding the number of shares of Common Stock purchased at each separate price. The range of prices on June 15 was $1.97 to $2.07.
(d) No persons other than the Reporting Persons have the right to receive or to direct the power to receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.
(e) Not Applicable
13D
CUSIP No. 63009F105 | Page 15 of 16 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated: July 25, 2012
Lurie Investment Fund, L.L.C. | ||||||
By: |
Eagle Capital Management, LLC | |||||
Executive Managing Member | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Sole Member | ||||||
Eagle Capital Management, LLC | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Sole Member | ||||||
Alfa-Tech, LLC | ||||||
By: |
Eagle Capital Management, LLC | |||||
Managing Member | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Sole Member | ||||||
Anda-Proquest, LLC | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Managing Member | ||||||
AOQ Trust | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Trustee |
13D
CUSIP No. 63009F105 | Page 16 of 16 |
Lurie Investments, Inc. | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Chief Executive Officer | ||||||
WASK Investments, LLC | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Managing Member | ||||||
LFT Partnership | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Investment Manager | ||||||
Ann and Robert H. Lurie Foundation | ||||||
/s/ Mark Slezak | ||||||
By: | Mark Slezak | |||||
Vice President |