| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/08/2013 |
3. Issuer Name and Ticker or Trading Symbol
NANOSPHERE INC [ NSPH ] |
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| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 5,006,136 | I | See Footnote (1) |
| Common Stock | 2,902,407 | I | See Footnote (2) |
| Common Stock | 2,274,096 | I | See Footnote (3) |
| Common Stock | 2,708,979 | I | See Footnote (4) |
| Common Stock | 1,635,904 | I | See Footnote (5) |
| Common Stock | 112,891 | D (6) | |
| Common Stock | 74,324 | I | See Footnote (7) |
| Common Stock | 10,000 | D (8) | |
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities) |
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| 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) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. These shares are owned directly by Lurie Investment Fund, L.L.C. ("LIF") and indirectly beneficially owned by LIF's executive managing member, Lurie Investments, Inc.("LII"), and by Ann Lurie, LII's president and sole director. |
| 2. These shares are owned directly by Alfa-Tech, L.L.C. ("ATL") and indirectly beneficially owned by ATL's managing member, Ann and Bob Trust 1 ("AB Trust"), and by Ann Lurie, a co-trustee of AB Trust. |
| 3. These shares are owned directly by ANDA-ProQuest, L.L.C.("APL") and indirectly beneficially owned by APL's managing member, ANDA Partnership, and by Ann Lurie who is co-trustee of the trusts having sole management authority over ANDA Partnership. |
| 4. These shares are owned directly by AOQ Trust and indirectly beneficially owned by Ann Lurie who is co-trustee of AOQ Trust. |
| 5. These shares are owned directly by LFT Partnership and indirectly beneficially owned by Ann Lurie who is trustee of the trusts owning 100% of LFT Partnership. |
| 6. These shares are owned directly by the Ann and Robert H. Lurie Foundation. |
| 7. These shares are owned directly by LII and indirectly beneficially owned by Ann Lurie, LII's president and sole director. |
| 8. These shares are owned directly by Ann Lurie. Ann Lurie disclaims beneficial ownership of all other shares reported in this Form 3 except to the extent of her pecuniary interest therein. |
| Remarks: |
| On February 8, 2013, Mark Slezak resigned as CEO of Lurie Investments, Inc. ("LII") and as a director of the Issuer. He also ceased to have managing positions with ANDA-ProQuest, L.L.C., Alfa-Tech, L.L.C., and Lurie Investment Fund, L.L.C. There was no purchase, sale or other transfer of shares of the Issuer pursuant to the holdings reported in this Form 3. |
| /s /Ann Lurie | 02/14/2013 | |
| Lurie Investment Fund, L.L.C. By: Lurie Investments, Inc., Exec. Managing Member By: /s/ Ann Lurie, President | 02/14/2013 | |
| Alfa-Tech, L.L.C. By: Ann and Bob Trust 1, Managing Member, By: /s/ Ann Lurie, not individually but as Co-Trustee | 02/14/2013 | |
| ANDA-ProQuest, L.L.C. By: ANDA Partnership, Managing Member, By: /s/ Ann Lurie, Authorized Representative | 02/14/2013 | |
| AOQ Trust By: /s/ Ann Lurie, not individually but as Co-Trustee | 02/14/2013 | |
| LFT Partnership By: /s/ Ann Lurie, Authorized Representative | 02/14/2013 | |
| Ann and Robert H. Lurie Foundation By: /s/ Ann Lurie, President | 02/14/2013 | |
| Lurie Investments, Inc. By: /s/ Ann Lurie, President | 02/14/2013 | |
| ** 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 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. | ||
| 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. | ||