SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Nanosphere, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
63009F105
(CUSIP Number)
Theodore J. Theophilos
Chief Administrative Officer
Lurie Investments, Inc.
2 N. Riverside Plaza, Suite 1240
Chicago, Illinois 60606
(312) 466-3222
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 1, 2014
(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).
CUSIP NO. 63009F105 | 13D | Page 2 of 19 |
1. | Names of Reporting Persons
A&B Equity Holdings, 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)
OO | |||||
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
10,182,639 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,182,639 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,182,639 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
13.2%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 3 of 19 |
1. | Names of Reporting Persons
Ann and Bob Trust 1 | |||||
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)
OO | |||||
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
10,182,639 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
10,182,639 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,182,639 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
13.2%* | |||||
14. | Type of Reporting Person (See Instructions)
OO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 4 of 19 |
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)
OO | |||||
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)
3.5%* | |||||
14. | Type of Reporting Person (See Instructions)
OO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 5 of 19 |
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)
2.1%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 6 of 19 |
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)
0.1%* | |||||
14. | Type of Reporting Person (See Instructions)
CO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 7 of 19 |
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 |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 8 of 19 |
1. | Names of Reporting Persons
ANDA 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)
OO | |||||
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
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
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%* | |||||
14. | Type of Reporting Person (See Instructions)
PN |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 9 of 19 |
1. | Names of Reporting Persons
Lurie Lending Company, 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)
OO | |||||
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
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
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%* | |||||
14. | Type of Reporting Person (See Instructions)
OO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 10 of 19 |
1. | Names of Reporting Persons
ANDA-ProQuest, 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
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
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%* | |||||
14. | Type of Reporting Person (See Instructions)
OO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 11 of 19 |
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
0 | |||||
9. | Sole Dispositive Power
0 | |||||
10. | Shared Dispositive Power
0 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
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%* | |||||
14. | Type of Reporting Person (See Instructions)
OO |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 12 of 19 |
1. | Names of Reporting Persons
Ann Lurie | |||||
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)
OO | |||||
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
10,000 | ||||
8. | Shared Voting Power
14,714,737 | |||||
9. | Sole Dispositive Power
10,000 | |||||
10. | Shared Dispositive Power
14,714,737 | |||||
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
14,724,737 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
¨ | |||||
13. | Percent of Class Represented by Amount in Row (11)
19.1%* | |||||
14. | Type of Reporting Person (See Instructions)
IN |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
CUSIP NO. 63009F105 | 13D | Page 13 of 19 |
Explanatory Note: This Amendment No. 11 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 26, 2009, May 19, 2011, July 15, 2011, May 24, 2012, June 15, 2012, July 25, 2012, February 14, 2013 and November 26, 2013 (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 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
(a)-(f)
This Schedule 13D is being filed jointly by A&B Equity Holdings, LLC (A&B Equity), Ann and Bob Trust 1 (AB Trust), AOQ Trust, LFT Partnership (LFT), the Ann and Robert H. Lurie Foundation (the Foundation), Lurie Investments, Inc. (LII), ANDA Partnership (ANDA), Lurie Lending Company, L.L.C. (Lurie Lending), ANDA-ProQuest, L.L.C. (APL), Lurie Investment Fund, L.L.C. (LIF), and Ann Lurie (collectively, the Reporting Persons). A&B Equity, APL, LIF, and Lurie Lending are each Delaware limited liability companies. LII is an Illinois corporation. AB Trust and AOQ Trust are trusts administered under the laws of Florida. LFT and ANDA are each an Illinois general partnership. The Foundation is an Illinois not-for-profit corporation. The sole stockholder of LII is the Ann Lurie Revocable Trust, a trust administered under the laws of Illinois. LII as the Executive Managing Member of LIF has the sole management authority over LIF. Ann Lurie is the trustee of AB Trust, the manager of A&B Equity. The managing member of APL and Lurie Lending is ANDA. The sole management authority over ANDA is held by trusts whose trustee is Ann Lurie. Ann Lurie is the co-trustee of AOQ Trust. Benjamin Lurie is the co-trustee of AOQ Trust. Ann Lurie is sole trustee of the trusts owning 100% of LFT. The Foundation is a charitable organization of which Ann Lurie is president and a director. The principal business of each of AB Equity, AB Trust, AOQ Trust, LFT, LII, ANDA, Lurie Lending, APL and LIF is investments. The principal occupation of Ann Lurie and the Ann Lurie Revocable Trust is private investments and philanthropy. The principal occupation of Benjamin Lurie is investment management. Ann Lurie and Benjamin Lurie are citizens of the United States.
The business address for each of the Reporting Persons and each of the other persons named in this Item 2 is 2 N. Riverside Plaza, Suite 1240, Chicago, Illinois 60606. None of the Reporting Persons or any of the other persons named in this Item 2 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended by adding the following as the last three paragraphs thereof:
The following transactions occurred among certain of the Reporting Persons, each of whom is a member of the Lurie group, on April 1, 2014. LIF transferred 5,006,136 shares of Common Stock beneficially owned by it to Lurie Lending as part of the consideration for a promissory note (the LIF Transferred Shares). APL transferred 2,274,096 shares of Common Stock beneficially owned by it to Lurie Lending as part of the consideration for a promissory note (the APL Transferred Shares). Lurie Lending transferred 10,182,639 shares of Common Stock beneficially owned by it to A&B Equity in exchange for membership interests in A&B Equity, its wholly-owned subsidiary at the time of such transfer (the Lurie Lending Transferred Shares). The LIF Transferred Shares, the APL Transferred Shares and the Lurie Lending Transferred Shares were all valued at $2.06 per share, the closing price on the NASDAQ on March 25, 2014. After the transfer of the Lurie Lending Transferred Shares, the ownership of A&B Equity was transferred to four trusts for which Ann Lurie is the trustee.
CUSIP NO. 63009F105 | 13D | Page 14 of 19 |
As a result of the transfers by LIF, APL and Lurie Lending, none of LIF, APL, Lurie Lending, or ANDA beneficially own any shares of Common Stock, and none of them will file amendments to this Schedule 13D in the future.
Item 4. Purpose of Transaction
Item 4 is hereby amended by adding the following as the last paragraph thereof:
The transfers of the LIF Transferred Shares and the APL Transferred Shares were effected as partial consideration for promissory notes. The transfer of the Lurie Lending Transferred Shares was effected in exchange for membership interests in A&B Equity.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and restated in its entirety as follows:
(a) |
Amount beneficially owned: | Percent of class:* | |||||||
A&B Equity |
10,182,639 shares | 13.2 | % | |||||
AB Trust |
10,182,639 shares | 13.2 | % | |||||
AOQ Trust |
2,708,979 shares | 3.5 | % | |||||
LFT |
1,635,904 shares | 2.1 | % | |||||
Foundation |
112,891 shares | 0.1 | % | |||||
LII |
74,324 shares | 0.1 | % | |||||
ANDA |
0 shares | 0.0 | % | |||||
Lurie Lending |
0 shares | 0.0 | % | |||||
APL |
0 shares | 0.0 | % | |||||
LIF |
0 shares | 0.0 | % | |||||
Ann Lurie |
14,724,737 shares | 19.1 | % |
* | Based on 76,880,106 shares of Common Stock outstanding as of February 11, 2014 as reported by the Issuer in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 18, 2014. |
(b) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
A&B Equity |
0 shares | |||
AB Trust |
0 shares | |||
AOQ Trust |
0 shares | |||
LFT |
0 shares | |||
Foundation |
0 shares | |||
LII |
0 shares | |||
ANDA |
0 shares | |||
Lurie Lending |
0 shares | |||
APL |
0 shares | |||
LIF |
0 shares | |||
Ann Lurie |
10,000 shares |
CUSIP NO. 63009F105 | 13D | Page 15 of 19 |
(ii) Shared power to vote or to direct the vote
A&B Equity |
10,182,639 shares | |||
AB Trust |
10,182,639 shares | |||
AOQ Trust |
2,708,979 shares | |||
LFT |
1,635,904 shares | |||
Foundation |
112,891 shares | |||
LII |
74,324 shares | |||
ANDA |
0 shares | |||
Lurie Lending |
0 shares | |||
LIF |
0 shares | |||
APL |
0 shares | |||
Ann Lurie |
14,714,737 shares |
(iii) Sole power to dispose or direct the disposition of
A&B Equity |
0 shares | |||
AB Trust |
0 shares | |||
AOQ Trust |
0 shares | |||
LFT |
0 shares | |||
Foundation |
0 shares | |||
LII |
0 shares | |||
ANDA |
0 shares | |||
Lurie Lending |
0 shares | |||
APL |
0 shares | |||
LIF |
0 shares | |||
Ann Lurie |
10,000 shares |
(iv) Shared power to dispose or to direct the disposition of
A&B Equity |
10,182,639 shares | |||
AB Trust |
10,182,639 shares | |||
AOQ Trust |
2,708,979 shares | |||
LFT |
1,635,904 shares | |||
Foundation |
112,891 shares | |||
LII |
74,324 shares | |||
ANDA |
0 shares | |||
Lurie Lending |
0 shares | |||
LIF |
0 shares | |||
APL |
0 shares | |||
Ann Lurie |
14,714,737 shares |
(c) Except as described above in Item 3 regarding the LIF Transferred Shares, APL Transferred Shares and the Lurie Lending Transferred Shares, during the past sixty days, no transactions in the Common Stock were effected by the Reporting Persons or any of the other persons named in Item 2.
CUSIP NO. 63009F105 | 13D | Page 16 of 19 |
(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) On April 1, 2014, LIF, APL, Lurie Lending and ANDA each ceased to be a member of the group that beneficially owns more than five percent of the Common Stock.
Item 7. Material to Be Filed as Exhibits.
1. Amended and Restated Joint Filing Agreement dated as of April 1, 2014, among A&B Equity Holdings, LLC, Ann and Bob Trust 1, AOQ Trust, LFT Partnership, Ann and Robert H. Lurie Foundation, Lurie Investments, Inc., ANDA Partnership, Lurie Lending Company, L.L.C., Lurie Investment Fund, L.L.C., ANDA-ProQuest, L.LC. and Ann Lurie.
CUSIP NO. 63009F105 | 13D | Page 17 of 19 |
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: April 9, 2014
A&B Equity Holdings, LLC | ||
By: |
Ann and Bob Trust 1, Manager | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
Ann and Bob Trust 1 | ||
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
AOQ Trust | ||
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Co-Trustee | ||
By: |
/s/ Ben Lurie | |
Ben Lurie, not individually but as Co-Trustee | ||
LFT Partnership | ||
By: |
Jesse Trust, Partner | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee |
CUSIP NO. 63009F105 | 13D | Page 18 of 19 |
Ann and Robert H. Lurie Foundation | ||
By: |
/s/ Ann Lurie | |
Ann Lurie | ||
President | ||
Lurie Investments, Inc. | ||
By: |
/s/ Theodore Theophilos | |
Theodore Theophilos | ||
Title: Vice President | ||
ANDA Partnership | ||
By: |
Ann and Bob Trust 1, Partner | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
By: |
Ann and Bob Trust 4, Partner | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
Lurie Lending Company, L.L.C. | ||
By: |
/s/ Ann Lurie | |
Ann Lurie, President |
CUSIP NO. 63009F105 | 13D | Page 19 of 19 |
ANDA-ProQuest, L.L.C. | ||
By: |
ANDA Partnership | |
Managing Member | ||
By: |
Ann and Bob Trust 1, Partner | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
By: |
Ann and Bob Trust 4, Partner | |
By: |
/s/ Ann Lurie | |
Ann Lurie, not individually but as Trustee | ||
Lurie Investment Fund, L.L.C. | ||
By: |
Lurie Investments, Inc. | |
Executive Managing Member | ||
By: |
/s/ Theodore Theophilos | |
Theodore Theophilos | ||
Title: Vice President | ||
/s/ Ann Lurie | ||
Ann Lurie |
Exhibit 1
AMENDED AND RESTATED JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Nanosphere, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to the initial such joint filing.
This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 9th day of April, 2014.
A&B Equity Holdings, LLC | ||||
By: Ann and Bob Trust 1, Manager | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Trustee | ||||
Ann and Bob Trust 1 | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Trustee | ||||
AOQ Trust | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Co-Trustee | ||||
By: | /s/ Ben Lurie | |||
Ben Lurie, not individually but as Co-Trustee |
LFT Partnership | ||||
By: Jesse Trust, Partner | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Trustee | ||||
Ann and Robert H. Lurie Foundation | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie | ||||
President | ||||
Lurie Investments, Inc. | ||||
By: | /s/ Theodore Theophilos | |||
Theodore Theophilos | ||||
Title: Vice President | ||||
ANDA Partnership | ||||
By: Ann and Bob Trust 1, Partner | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Trustee | ||||
By: Ann and Bob Trust 4, Partner | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, not individually but as Trustee | ||||
Lurie Lending Company, L.L.C. | ||||
By: | /s/ Ann Lurie | |||
Ann Lurie, President |
ANDA-ProQuest, L.L.C. | ||||||
By: | ANDA Partnership | |||||
Managing Member | ||||||
By: Ann and Bob Trust 1, Partner | ||||||
By: | /s/ Ann Lurie | |||||
Ann Lurie, not individually but as Trustee | ||||||
By: Ann and Bob Trust 4, Partner | ||||||
By: | /s/ Ann Lurie | |||||
Ann Lurie, not individually but as Trustee | ||||||
Lurie Investment Fund, L.L.C. | ||||||
By: | Lurie Investments, Inc. | |||||
Executive Managing Member | ||||||
By: | /s/ Theodore Theophilos | |||||
Theodore Theophilos | ||||||
Title: Vice President | ||||||
/s/ Ann Lurie | ||||||
Ann Lurie |