0001401708-18-000122.txt : 20180919 0001401708-18-000122.hdr.sgml : 20180919 20180919164612 ACCESSION NUMBER: 0001401708-18-000122 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180917 FILED AS OF DATE: 20180919 DATE AS OF CHANGE: 20180919 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: 181078061 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: 181078062 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, 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: 181078063 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 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 4 1 wf-form4_153738995447289.xml FORM 4 X0306 4 2018-09-17 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 Common Stock 2018-09-17 4 X 0 162408 8.448 A 4121848 D Common Stock 2018-09-17 4 S 0 85823 15.99 D 4036025 D Common Stock Warrant (Right to Buy) 8.448 2018-09-17 4 X 0 162408 0 D 2011-11-01 2018-11-01 Common Stock 162408.0 0 D 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 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 and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest. On September 17, 2018, the Reporting Person exercised warrants to purchase 162,408 shares of the Company's common stock for $8.448 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Company's withholding of 85,823 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 76,585 shares. Pursuant to the terms of a Lock-up Agreement executed by Nicholas Galakatos, a member of the board of directors, in favor of the underwriters of the Company's public offering in July 2018 (the "Lock-up"), the Company withheld the number of shares set forth above pursuant to a net settlement permitted under the terms of the Lock-up. No shares were sold by the Reporting Person in connection with the exercise and the common shares issued as a result of the exercise are subject to the terms of the Lock-up. /s/ Shannon Atchison, Attorney-in-fact 2018-09-19