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