Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

CUSIP No.		63009F105

This Amendment No. 4 amends the Schedule 13D filed by certain of the Reporting Persons on December 1, 2008, as previously amended on March 23, 2009, June 18, 2009, and October 21, 2009 (as so amended, the “Schedule 13D”). Except as specifically amended hereby, the Schedule 13D remains in full force and effect. Capitalized terms used herein and not otherwise defined shall have the same meanings ascribed to them in such Schedule 13D.

Item 2.		Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(f)

This Schedule 13D is being filed jointly by Lurie Investment Fund, L.L.C. (“LIF”), Eagle Capital Management, LLC (“ECM”), Alfa-Tech, LLC (“ATL”), Anda-Proquest, LLC (“APL”) AOQ Trust, WASK Investments, LLC (“WASK”), LFT Partnership (“LFT”), the Ann and Robert H. Lurie Foundation (the “Foundation”), Lurie Investments, Inc. (“LII”) and Mark Slezak (collectively, the “Reporting Persons”). LIF, ECM, ATL, APL and WASK are each Delaware limited liability companies. LII is an Illinois corporation. AOQ Trust is a trust administered under the laws of Illinois. LFT is an Illinois general partnership. The Foundation is an Illinois not-for-profit corporation. Mark Slezak is the investment manager of LFT and the managing member of APL and WASK. Mark Slezak is the sole member of ECM which is the sole managing member of ATL. ECM as the Executive Managing Member of LIF has the sole voting and dispositive power over the shares of Common Stock held by LIF. Mark Slezak is a trustee of the AOQ Trust. Mark Slezak is the chief executive officer and a director of LII. Ann Lurie is the president and a director of LII. The sole stockholder of LII is the Ann Lurie Revocable Trust, a trust administered under the laws of Illinois. The Foundation is a charitable organization of which Ann Lurie is president and a director and Mark Slezak is a vice president and a director. The principal business of each LIF, ECM, ATL, APL, WASK, LII, AOQ Trust and the Ann Lurie Revocable Trust is investments. The principal business of Mark Slezak is acting as an investment advisor to a family investment office. Mr. Slezak is also chairman of the board of directors of the Issuer. The principal business of Ann Lurie is private investments. Mark Slezak and Ann Lurie are citizens of the United States.

The business address for each of the Reporting Persons and each of the other persons named in this Item 2 is 440 West Ontario Street, Chicago, Illinois 60654. None of the Reporting Persons or any of the other persons named in this Item 2 has during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.		Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following as the last paragraph thereof:

On May 10, 2011, ATL and APL, using working capital, each purchased 1,350,000 shares of Common Stock in an underwritten offering at a purchase price of $2.20 per share (such shares, the “May 2011 Purchased Shares” and collectively with the AOQ Purchased Shares, the LII Purchased Shares, the LIF Purchased Shares, the May 2009 Purchased Shares, and the October 2009 Purchased Shares, the “Purchased Shares”).

CUSIP No.		63009F105

Item 5.		Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) Amount beneficially owned:		Percent of class:**

LIF			4,006,136			shares*					9.0	%
ECM			4,030,460			shares*					9.1	%
ATL			2,617,172			shares					5.9	%
AOQ Trust			2,008,979			shares					4.6	%
APL			1,350,000			shares					3.1	%
WASK			36,486			shares*					0.1	%
Foundation			112,891			shares					0.3	%
LII			74,324			shares					0.2	%
LFT			600,000			shares					1.4	%
Mark Slezak			10,854,636			Shares*					24.6	%

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote

LIF		0 shares
ECM		0 shares
ATL		0 shares
APL		0 shares
AOQ Trust		0 shares
WASK		0 shares
Foundation		0 shares
LII		0 shares
LFT		0 shares
Mark Slezak		24,324 shares

(ii) Shared power to vote or to direct the vote

LIF		4,006,136 shares
ECM		4,030,460 shares
ATL		2,617,172 shares
APL		1,350,000 shares
AOQ Trust		2,008,979 shares
WASK		36,486 shares
Foundation		112,891 shares
LII		74,324 shares
LFT		600,000 shares
Mark Slezak		10,830,312 shares*

CUSIP No.		63009F105

(iii) Sole power to dispose or direct the disposition of

LIF		0 shares
ECM		0 shares
ATL		0 shares
AOQ Trust		0 shares
APL		0 shares
WASK		0 shares
Foundation		0 shares
LII		0 shares
LFT		0 shares
Mark Slezak		24,324 shares

(iv) Shared power to dispose or to direct the disposition of

LIF		4,006,136 shares
ECM		4,030,460 shares
ATL		2,617,172 shares
APL		1,350,000 shares
AOQ Trust		2,008,979 shares
WASK		36,486 shares
Foundation		112,891 shares
LII		74,324 shares
LFT		600,000 shares
Mark Slezak		10,830,312 shares*

Mark Slezak as (i) the managing member of ECM, which is the executive managing member of LIF and the managing member of ATL and APL, (ii) the managing member of WASK; (iii) the Investment Manager of LFT; (iv) an executive officer and director of LII and the Foundation and (v) a trustee of AOQ Trust may be deemed to be the beneficial owner of the shares of Common Stock held by those entities. Mr. Slezak disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

(c) Except for the May 2011 Purchased Shares described in Item 3 hereof, during the last 60 days, no transactions in the Common Stock were effected by the Reporting Persons.

CUSIP No.		63009F105

(d) No persons other than the Reporting Persons have the right to receive or to direct the power to receipt of dividends from, or the proceeds from the sale of shares of Common Stock owned by the Reporting Persons.

(e) Not Applicable

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

All of the directors and executive officers of the Issuer including Mark Slezak, chairman of the board of directors of the Issuer and one of the Reporting Persons, executed a lock-up agreement (the “Lock-up Agreement”) dated May 10, 2011 with Piper Jaffray & Co. (the “Underwriter”) in connection with the acquisition of the May 2011 Purchased Shares that prohibits him from offering for sale, pledging, assigning, encumbering, announcing the intention to sell, selling, contracting to sell, granting any option, right or warrant to purchase, or otherwise transferring or disposing of, any shares of the Common Stock or any securities convertible into or exercisable or exchangeable for shares of the Common Stock for a period of at least 90 days following the date of the prospectus supplement (which was dated May 10, 2011) offering the Common Stock including the May 2011 Purchased Shares without the prior written consent of the Underwriter. The Lock-up Agreement does not prohibit Mark Slezak from transferring shares of Common Stock for bona fide estate or tax planning purposes, subject to certain requirements, including that the transferee be subject to the same lock-up terms, or pursuant to Rule 10b5-1 trading plans in existence as of the date of the prospectus supplement. The 90-day lock-up is subject to extension if (i) during the last 17 days of the lock-up period the Issuer issues an earnings release or material news or a material event relating to the Issuer occurs or (ii) prior to the expiration of the lock-up period, the Issuer announces that it will release earnings results during the 16-day period beginning on the last day of the lock-up period, in which case the restrictions imposed in the Lock-up Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Underwriter waives the extension in writing. This description of the Lock-up Agreement is qualified in its entirety by reference to the full text of the document, a copy of which is incorporated herein by reference.

Item 7.		Material to be Filed as Exhibits.

1. Amended and Restated Joint Filing Agreement, dated as of May 18th, 2011 by among Lurie Investment Fund, L.L.C., Eagle Capital Management, LLC, Alfa-Tech, LLC, Anda-Proquest, LLC, AOQ Trust, WASK Investments, LLC, Lurie Investments, Inc., the Ann and Robert H. Lurie Foundation, LFT Partnership and Mark Slezak.

2. Lock-up Agreement dated May 10, 2011 between Piper Jaffray & Co. and Mark Slezak (Incorporated by reference to the Form of Lock-up Agreement filed as Exhibit A to Exhibit 1.1 to the Current Report on Form 8-K of Nanosphere, Inc. filed on May 13, 2011.

CUSIP No.		63009F105

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 18, 2011

Eagle Capital Management, LLC

Anda-Proquest, LLC

AOQ Trust

CUSIP No.		63009F105

Lurie Investments, Inc.

WASK Investments, LLC

LFT Partnership

Ann and Robert H. Lurie Foundation

CUSIP No.		63009F105

EXHIBIT 1

AMENDED AND RESTATED JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of an amended statement on Schedule 13D (including further amendments thereto) with respect to the Common Stock of Nanosphere, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing.

In evidence thereof, the undersigned, being duly authorized, have executed this Amended and Restated Joint Filing Agreement this 18th day of May 2011.

Eagle Capital Management, LLC

Anda-Proquest, LLC

CUSIP No.		63009F105

AOQ Trust

Lurie Investments, Inc.

WASK Investments, LLC

LFT Partnership

Ann and Robert H. Lurie Foundation