0001209191-17-001614.txt : 20170104 0001209191-17-001614.hdr.sgml : 20170104 20170104204204 ACCESSION NUMBER: 0001209191-17-001614 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170101 FILED AS OF DATE: 20170104 DATE AS OF CHANGE: 20170104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NanoString Technologies Inc CENTRAL INDEX KEY: 0001401708 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 200094687 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 530 FAIRVIEW AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 206-378-6266 MAIL ADDRESS: STREET 1: 530 FAIRVIEW AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarus Ventures II, LLC CENTRAL INDEX KEY: 0001431437 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35980 FILM NUMBER: 17508421 BUSINESS ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarus Ventures II GP, L.P. CENTRAL INDEX KEY: 0001431439 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35980 FILM NUMBER: 17508422 BUSINESS ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Clarus Lifesciences II, L.P. CENTRAL INDEX KEY: 0001431443 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35980 FILM NUMBER: 17508423 BUSINESS ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-949-2200 MAIL ADDRESS: STREET 1: 101 MAIN STREET STREET 2: SUITE 1210 CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-01-01 0 0001401708 NanoString Technologies Inc NSTG 0001431443 Clarus Lifesciences II, L.P. C/O OF CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001431439 Clarus Ventures II GP, L.P. C/O OF CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 0001431437 Clarus Ventures II, LLC C/O OF CLARUS VENTURES, LLC 101 MAIN STREET, SUITE 1210 CAMBRIDGE MA 02142 0 0 1 0 Stock Option (Right to Buy) 22.30 2017-01-01 4 A 0 8611 0.00 A 2026-12-31 Common Stock 8611 8611 I See footnotes 100% of the shares subject to the Option vest on the one year anniversary of January 1, 2017. 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. These shares were awarded to Nicholas Galakatos, a member of the board of directors of the Issuer and an affiliate of the Reporting Persons. In accordance with the internal policies of Clarus Ventures, the options received by Dr. Galakatos must be held for the benefit of Clarus Ventures and its affiliates. Clarus 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, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus. Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. /s/ Barbara A. Mery, Attorney-in-Fact 2017-01-04 Barbara A. Mery, Attorney-in-fact 2017-01-04 Barbara A. Mery, Attorney-in-fact 2017-01-04