SEC FORM 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

OVP VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1616 EASTLAKE AVE. E., SUITE 208

(Street)

SEATTLE

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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2013		C		364,585⁽¹⁾	A	⁽¹⁾	364,585	I	See footnotes⁽²⁾⁽³⁾
Common Stock	07/01/2013		C		357,145⁽⁴⁾	A	⁽⁴⁾	721,730	I	See footnotes⁽²⁾⁽⁵⁾
Common Stock	07/01/2013		C		710,228⁽⁶⁾	A	⁽⁶⁾	1,431,958	I	See footnotes⁽²⁾⁽⁷⁾
Common Stock	07/01/2013		C		517,022⁽⁶⁾	A	⁽⁶⁾	1,948,980	D
Common Stock	07/01/2013		C		94,449⁽⁶⁾	A	⁽⁶⁾	2,043,429	I	See footnotes⁽⁸⁾⁽⁹⁾
Common Stock	07/01/2013		A		51,438	A	$10	2,094,867	I	See footnotes⁽²⁾⁽¹⁰⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Preferred Stock	⁽¹⁾	07/01/2013		C			364,585	⁽¹⁾	⁽¹⁾	Common Stock	364,585	⁽¹⁾	0	I	See footnote⁽²⁾⁽³⁾
Series B Preferred Stock	⁽⁴⁾	07/01/2013		C			357,145⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	357,145	⁽⁴⁾	0	I	See footnote⁽²⁾⁽⁵⁾
Series C Preferred Stock	⁽¹¹⁾	07/01/2013		C			710,228⁽⁷⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	710,228	⁽¹¹⁾	0	I	See footnote⁽²⁾⁽⁷⁾
Series D Preferred Stock	⁽¹¹⁾	07/01/2013		C			517,022⁽¹²⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	517,022	⁽¹¹⁾	0	D
Series E Preferred Stock	⁽¹¹⁾	07/01/2013		C			94,449⁽⁹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	94,449	⁽¹¹⁾	0	I	See footnote⁽⁸⁾⁽⁹⁾
Series D Preferred Warrant (Right to Buy)	⁽¹³⁾	07/01/2013		C			103,404⁽¹²⁾	⁽¹³⁾	11/01/2018	Common Stock	103,404	$8.45	0	D
Common Stock Warrant (Right to Buy)	⁽¹³⁾	07/01/2013		C		103,404⁽¹²⁾		⁽¹³⁾	11/01/2018	Common Stock	103,404	$8.45	103,404	D

1. Name and Address of Reporting Person^*

OVP VENTURE PARTNERS VI LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1616 EASTLAKE AVE. E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OVP VENTURE PARTNERS VII LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1616 EASTLAKE AVE. E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OVP VI ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1616 EASTLAKE AVE. E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

OVP VII ENTREPRENEURS FUND LP

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS

1616 EASTLAKE AVE. E., SUITE 208

(Street)

SEATTLE

98102

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects the automatic conversion of each share of Series A Preferred Stock into 1.4030303030303 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.

2. 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. Mr. Waite, the other managing members of OVMC VI, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.

3. 357,293 of these shares are owned by OVP Venture Partners VI, L.P., and 7,293 of these shares are owned by OVP VI Entrepreneurs Fund, L.P.

4. Reflects the automatic conversion of each share of Series B Preferred Stock into 1.55942857142857 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.

5. 350,001 of these shares are owned by OVP Venture Partners VI, L.P., and 7,144 of these shares are owned by OVP VI Entrepreneurs Fund, L.P.

6. Reflects the automatic conversion of each share of Series B Preferred Stock into 1.55942857142857 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.

7. 705,256 of these shares are owned by OVP Venture Partners VI, L.P., and 4,972 of these shares are owned by OVP VI Entrepreneurs Fund, L.P.

8. OVMC VII, LLC serves as the general partner of OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is a managing member of OVMC VII LLC 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 VII, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.

9. 93,904 of these shares are owned by OVP Venture Partners VII, L.P., and 945 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.

10. 50,410 of these shares are owned by OVP Venture Partners VII, L.P., and 1,028 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.

11. The Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.

12. These shares are owned by OVP Venture Partners VII, L.P.

13. The Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock.

Remarks:

	/s/ Barbara Mery, Attorney-in-fact	07/01/2013
	/s/ Barbara Mery, Attorney-in-fact	07/01/2013
	/s/ Barbara Mery, Attorney-in-fact	07/01/2013
	/s/ Barbara Mery, Attorney-in-fact	07/01/2013
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.