SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

ALLEN MARY TEDD

(Last)

(First)

(Middle)

530 FAIRVIEW AVENUE N.

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2017

3. Issuer Name and Ticker or Trading Symbol
NanoString Technologies Inc [ NSTG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	23,448	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (right to buy)	⁽¹⁾	02/28/2022	Common Stock	31,250	$1.92	D
Stock Options (right to buy)	⁽²⁾	01/09/2023	Common Stock	10,000	$6.72	D
Stock Options (right to buy)	⁽³⁾	01/31/2024	Common Stock	25,000	$18.18	D
Stock Options (right to buy)	⁽⁴⁾	02/09/2025	Common Stock	20,000	$12.77	D
Restricted Stock Units⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	4,000	$0.00	D
Stock Options (right to buy)	⁽⁷⁾	02/05/2026	Common Stock	12,000	$12.94	D
Restricted Stock Units⁽⁵⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	8,000	$0.00	D
Stock Options (right to buy)	⁽⁹⁾	02/06/2027	Common Stock	16,000	$18.8	D
Common Stock Warrant	⁽¹⁰⁾	11/01/2018	Common Stock	437	$8.45	D

Explanation of Responses:

1. The Option fully vested on March 1, 2016.

2. The Option fully vested on January 10, 2017.

3. 1/48th of the shares subject to such Option shall vest on each monthly anniversary of January 31, 2014.

4. 1/48 of the shares subject to such option shall vest on each monthly anniversary of February 9, 2015.

5. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Issuer's common stock.

6. 1/3 of the RSUs vest on the first market trading day following the first anniversary of February 3, 2016 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date.

7. The shares subject to this option shall vest at a rate of 1/48th of the total number of shares on the one-month anniversary of February 5, 2016 (the "Option Vesting Commencement Date"), and 1/48th of the total number of shares vest each monthly anniversary of the Option Vesting Commencement Date thereafter, for so long as the recipient of the option remains a Service Provider, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date.

8. 1/3 of the RSUs vest on the first market trading day following the first anniversary of March 6, 2017 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date.

9. The shares subject to this option shall vest at a rate of 1/48th of the total number of shares vest on the one-month anniversary of February 6, 2017 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date thereafter (and if there is no corresponding day, on the last day of the month) for so long as the recipient of the option remains a "Service Provider" (as defined in the 2013 Plan) of the Company, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date.

10. Immediately exercisable.

Remarks:

	/s/ Shannon Atchison, Attorney-in-fact	05/01/2017
	** 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 5 (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.
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