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. SUITE 2000 (Street) SEATTLE WA 98109 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/25/2013	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) VP, Manufacturing	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	3,125(1)	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock	(2)	(2)	Common Stock	2,188(1)	$0.00	D
Series D Preferred Warrant (Right to Buy)	(2)	11/01/2018	Common Stock	437(1)	$8.45	D
Stock Option (Right to Buy)	(3)	10/14/2019	Common Stock	15,625(1)	$2.24	D
Stock Option (Right to Buy)	(4)	02/28/2022	Common Stock	31,250(1)	$1.92	D
Stock Option (Right to Buy)	(5)	01/09/2023	Common Stock	10,000(1)	$6.72	D
Stock Option (Right to Buy)	(6)	10/08/2018	Common Stock	6,250(1)	$3.84	D

Explanation of Responses:

1. Reflects a 1-for-32 reverse stock split of the Issuer's outstanding shares effected June 12, 2013.

2. Reflects the automatic conversion of each share of Series D Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share has no expiration date.

3. The Option fully vested on June 8, 2013.

4. The option is subject to an early exercise provision and is immediately exercisable. 25% 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 Vesting Commencement Date.

5. The option is subject to an early exercise provision and is immediately exercisable. 1/48th of the shares subject to such Option shall vest on each monthly anniversary of January 10, 2013.

6. The Option fully vested on October 9, 2012.

Remarks:

	/s/ Barbara Mery, Attorney-in-Fact	06/25/2013
	** 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).
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