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*
WAITE CHARLES P JR

(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)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 09/04/2014 S 43,017 D $11.144(1) 1,641,037(2) I(3) See footnotes
Common Stock 09/04/2014 S 23,276 D $11.144(1) 1,617,761(4) I(3) See footnotes
Common Stock 09/04/2014 S 589 D $11.144(1) 1,617,172(5) I(3) See footnotes
Common Stock 09/04/2014 S 60 D $11.144(1) 1,617,112(6) I(3) See footnotes
Common Stock 09/05/2014 S 12,852 D $11.2606(7) 1,604,260(8) I(3) See footnotes
Common Stock 09/05/2014 S 6,954 D $11.2606(7) 1,597,306(9) I(3) See footnotes
Common Stock 09/05/2014 S 176 D $11.2606(7) 1,597,130(10) I(3) See footnotes
Common Stock 09/05/2014 S 18 D $11.2606(7) 1,597,112(11) I(3) See footnotes
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
Explanation of Responses:
1. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $11.05 to $11.375, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
2. 1,105,544 of these shares are owned by OVP Venture Partners VI, L.P., 15,794 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 518,097 of these shares are owned by OVP Venture Partners VII, L.P., and 1,602 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
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. Charles P. Waite, Jr. is also a managing member of OVMC VII, LLC, the general partner of OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P., and shares voting and investment power over the shares held by OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Mr. Waite, the other managing members of OVMC VI, LLC and OVMC VII, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
4. 1,105,544 of these shares are owned by OVP Venture Partners VI, L.P., 15,794 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 494,821 of these shares are owned by OVP Venture Partners VII, L.P., and 1,602 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
5. 1,105,544 of these shares are owned by OVP Venture Partners VI, L.P., 15,205 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 494,821 of these shares are owned by OVP Venture Partners VII, L.P., and 1,602 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
6. 1,105,544 of these shares are owned by OVP Venture Partners VI, L.P., 15,205 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 494,821 of these shares are owned by OVP Venture Partners VII, L.P., and 1,542 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
7. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $11.235 to $11.34, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
8. 1,092,692 of these shares are owned by OVP Venture Partners VI, L.P., 15,205 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 494,821 of these shares are owned by OVP Venture Partners VII, L.P., and 1,542 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
9. 1,092,692 of these shares are owned by OVP Venture Partners VI, L.P., 15,205 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 487,867 of these shares are owned by OVP Venture Partners VII, L.P., and 1,542 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
10. 1,092,692 of these shares are owned by OVP Venture Partners VI, L.P., 15,029 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 487,867 of these shares are owned by OVP Venture Partners VII, L.P., and 1,542 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
11. 1,092,692 of these shares are owned by OVP Venture Partners VI, L.P., 15,029 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 487,867 of these shares are owned by OVP Venture Partners VII, L.P., and 1,524 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
Remarks:
/s/ Barbara A. Mery, Attorney-in-fact 09/08/2014
** 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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