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*
Lurie Investment Fund, L.L.C.

(Last) (First) (Middle)
2. N. RIVERSIDE PLAZA
SUITE 1240

(Street)
CHICAGO IL 60606

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NANOSPHERE INC [ NSPH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% ownership group
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2014
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
Common Stock 04/01/2014 J(1) 5,006,136 D $2.06 0 D(2)
Common Stock 04/01/2014 J(3) 2,274,096 D $2.06 0 D(4)
Common Stock 04/01/2014 J(5) 7,280,232 A $2.06 10,182,639 D(5)
Common Stock 04/01/2014 J(6) 10,182,639 D $2.06 0 D(6)
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
1. Name and Address of Reporting Person*
Lurie Investment Fund, L.L.C.

(Last) (First) (Middle)
2. N. RIVERSIDE PLAZA
SUITE 1240

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% ownership group
1. Name and Address of Reporting Person*
Anda-Proquest, L.L.C.

(Last) (First) (Middle)
2. N. RIVERSIDE PLAZA
SUITE 1240

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% ownership group
1. Name and Address of Reporting Person*
Lurie Lending Company, L.L.C.

(Last) (First) (Middle)
2. N. RIVERSIDE PLAZA
SUITE 1240

(Street)
CHICAGO IL 60606

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
Member of 10% ownership group
Explanation of Responses:
1. These shares were transferred by Lurie Investment Fund, L.L.C. ("LIF") to Lurie Lending Company, L.L.C. ("Lurie Lending"), an affiliate of LIF, as part of the consideration for a promissory note. The value of the shares was calculated based on the closing price of the shares on the NASDAQ on March 25, 2014.
2. These shares were owned directly by LIF and indrectly beneficially owned by LIF's executive managing member, Lurie Investments, Inc. ("LII), and by Ann Lurie, LII's president and sole director. Following this transfer, these shares are indirectly beneficially owned by Lurie Lending's managing member, ANDA Partnership ("ANDA"), and Ann Lurie, as trustee of the trusts holding sole management authority over ANDA. Ann Lurie disclaims beneficial ownership of all shares reported in this Form 4 except to the extent of her pecuniary interest therein.
3. These shares were transferred by ANDA-ProQuest, L.L.C. ("APL) to Lurie Lending, an affiliate of APL, as part of consideration for a promissory note. The value of the shares was calculated based on the closing price of the shares on the NASDAQ on March 25, 2014.
4. These shares were owned directly by APL and indirectly beneficially owned by APL's managing member, the Ann Lurie Revocable Trust, of which Ann Lurie is the the trustee.
5. These shares were acquired by Lurie Lending in the transactions described in footnotes (1) and (3) and such shares were owned directly by Lurie Lending and were indirectly beneficially owned by Lurie Lending's managing member, ANDA, and Ann Lurie, as trustee of the trusts holding sole management authority over ANDA.
6. Lurie Lending contributed all of the shares of Issuer Common Stock owned by it in exchange for membership interests in A&B Equity Holdings, LLC ("A&B Equity"), its wholly-owned subsidiary at the time of the contribution. The shares were valued based on the closing price of the shares on the NASDAQ on March 25, 2014. A&B Equity is reporting this transaction separately on a Form 3. After the contribution of the shares by Lurie Lending, the ownership of A&B Equity was transferred to four trusts for which Ann Lurie is the trustee. The shares remain owned indirectly by Ann Lurie, as trustee of such trusts.
Remarks:
Lurie Investment Fund, L.L.C. By : Lurie Investments, Inc., Exec. Managing Member By: /s/ Ann Lurie, President 04/03/2014
Anda-ProQuest, L.L.C. By: Ann Lurie Revocable Trust By:Ann Lurie as Trustee 04/03/2014
Lurie Lending Company, L.L.C. By: /s/ Ann Lurie as Trustee of the Member Trusts 04/03/2014
** 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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