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*
GRAY R BRADLEY
(Last) (First) (Middle)
530 FAIRVIEW AVENUE N
(Street)
SEATTLE WA 98109
(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
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/09/2020
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 03/09/2020 M 10,002 A (1) 60,560 D
Common Stock 03/09/2020 F 3,936(2) D $31.39 56,624 D
Common Stock 03/09/2020 M 6,924 A $2.24 63,548 D
Common Stock 03/09/2020 M 15,125 A $2.24 78,673 D
Common Stock 03/09/2020 M 20,000 A $1.92 98,673 D
Common Stock 03/09/2020 S(3) 3,556 D $30.68(4) 95,117 D
Common Stock 03/09/2020 S(3) 34,019 D $31.53(5) 61,098 D
Common Stock 03/09/2020 S(3) 4,052 D $32.96(6) 57,046 D
Common Stock 03/09/2020 S(3) 422 D $33.67(7) 56,624 D
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
Restricted Stock Units (8) 03/09/2020 M 10,002 (9) (9) Common Stock 10,002 $0 0 D
Stock Option (right to buy) $2.24 03/09/2020 M 6,924 (10) 06/29/2020 Common Stock 6,924 $2.24 0 D
Stock Option (right to buy) $2.24 03/09/2020 M 15,125 (11) 06/29/2020 Common Stock 15,125 $2.24 0 D
Stock Option (right to buy) $1.92 03/09/2020 M 20,000 (12) 02/28/2022 Common Stock 20,000 $1.92 6,041 D
Explanation of Responses:
1. Restricted stock units ("RSUs") convert into Common Stock on a one-for-one basis.
2. The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of RSUs. The shares were not issued to or sold by the reporting person.
3. The sales reported by Mr. Gray were effected pursuant to a Rule 10b5-1 trading plan adopted on August 19, 2019.
4. 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 $30.00 to $30.99, 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.
5. 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 $31.00 to $31.99, 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.
6. 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 $32.30 to $33.25, 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.
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 $33.31 to $34.08, 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. Each RSU represents a contingent right to receive one (1) share of Issuer's common stock.
9. 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.
10. The option is subject to an early exercise provision and is immediately exercisable. 25% of the shares subject to the Option vest on the one year anniversary of June 25, 2010 (the "Vesting Commencement Date"), and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Vesting Commencement Date.
11. The option is subject to an early exercise provision and is immediately exercisable. The Option vests as to 50% upon the "tools" portion of the Issuer's business becoming profitable, and the remaining 50% upon the FDA's final approval of Prosigna.
12. The option is subject to an early exercise provision and is immediately exercisable. 15% of the shares subject to the Option vested on March 1, 2012 (the "Vesting Commencement Date"), and thereafter 1/48th of the remaining shares subject to the Option vest on each monthly anniversary of the Commencement Date.
Remarks:
/s/ Shannon Atchison, Attorney in Fact 03/11/2020
** 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.