SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
OVP VENTURE PARTNERS VI LP

(Last) (First) (Middle)
C/O OVP VENTURE PARTNERS
1616 EASTLAKE AVE. E., SUITE 208

(Street)
SEATTLE WA 98102

(City) (State) (Zip)
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)
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2013
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $8.45 07/10/2013 A 8,768 (1) 07/09/2023 Common Stock 8,768 $0.00 8,768 I See footnotes(2)(3)
1. Name and Address of Reporting Person*
OVP VENTURE PARTNERS VI LP

(Last) (First) (Middle)
C/O OVP VENTURE PARTNERS
1616 EASTLAKE AVE. E., SUITE 208

(Street)
SEATTLE WA 98102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OVP VENTURE PARTNERS VII LP

(Last) (First) (Middle)
C/O OVP VENTURE PARTNERS
1616 EASTLAKE AVE. E., SUITE 208

(Street)
SEATTLE WA 98102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OVP VI ENTREPRENEURS FUND LP

(Last) (First) (Middle)
C/O OVP VENTURE PARTNERS
1616 EASTLAKE AVE. E., SUITE 208

(Street)
SEATTLE WA 98102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
OVP VII ENTREPRENEURS FUND LP

(Last) (First) (Middle)
C/O OVP VENTURE PARTNERS
1616 EASTLAKE AVE. E., SUITE 208

(Street)
SEATTLE WA 98102

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. 50% of the total shares subject to the Option shall vest on the one year anniversary of June 25, 2013, and the remaining 50% of the total shares shall vest in twelve equal monthly installments thereafter. The vesting of shares subject to the Option will accelerate in full upon a "change in control" as defined in the 2013 Equity Incentive Plan.
2. The shares were awarded to Charles P. Waite, Jr., a member of the board of directors of the Issuer and an affiliate of the Reporting Persons. In accordance with the internal policies of OVP Ventures, the options received by Mr. Waite must be held for the benefit of OVP Ventures and its affiliates.
3. 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. Mr. Waite, the other managing members of OVMC VI, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
Remarks:
/s/ Barbara Mery, Attorney-in-fact 07/12/2013
/s/ Barbara Mery, Attorney-in-fact 07/12/2013
/s/ Barbara Mery, Attorney-in-fact 07/12/2013
/s/ Barbara Mery, Attorney-in-fact 07/12/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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