0001246360-16-006355.txt : 20160720 0001246360-16-006355.hdr.sgml : 20160720 20160720211417 ACCESSION NUMBER: 0001246360-16-006355 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160720 FILED AS OF DATE: 20160720 DATE AS OF CHANGE: 20160720 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IMPINJ INC CENTRAL INDEX KEY: 0001114995 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 912041398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH STREET 2: SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 206-517-5300 MAIL ADDRESS: STREET 1: 400 FAIRVIEW AVENUE NORTH STREET 2: SUITE 1200 CITY: SEATTLE STATE: WA ZIP: 98109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ALBERG TOM A CENTRAL INDEX KEY: 0001184752 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37824 FILM NUMBER: 161776400 MAIL ADDRESS: STREET 1: PO BOX 81226 CITY: SEATTLE STATE: WA ZIP: 98108-1226 3 1 form.xml PRIMARY DOCUMENT X0206 3 2016-07-20 0 0001114995 IMPINJ INC PI 0001184752 ALBERG TOM A 400 FAIRVIEW AVE N. SUITE 1200 SEATTLE WA 98109 true false false false SERIES 1 PREFERRED STOCK 0 COMMON STOCK 672895 I See footnote SERIES 2 PREFERRED STOCK 0 COMMON STOCK 412203 I See footnote SERIES 2 WARRANT (RTB) 9.32 2017-06-30 COMMON STOCK 29623 I See footnote Reflects a 1-for-12 reverse stock split of the Issuer's outstanding shares effected July 8, 2016. The Series 1 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1-for-1 basis. Each share has no expiration date. 72,531 of these shares are held of record by Madrona Managing Director Fund, LLC; 541,350 of these shares are held of record by Madrona Venture Fund I-A, L.P.; and 59,014 of these shares are held of record by Madrona Venture Fund I-B, L.P. Madrona Investment Partners, LLC, as the sole general partner of Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., may be deemed to beneficially own certain of the shares held of record by Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P. but disclaims beneficial ownership of such shares in which it does not have an actual pecuniary interest. Tom A. Alberg, a member of the board of directors, disclaims beneficial ownership of all shares held of record by Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P. and Madrona Venture Fund I-B, L.P., in which he does not have an actual pecuniary interest. By virtue of their relationship as affiliated entities who have overlapping general partners and managing directors, Madrona Managing Director Fund, LLC, Madrona Venture Fund I-A, L.P., Madrona Venture Fund I-B, L.P., Madrona Investment Partners, LLC and Mr. Alberg may be deemed to share voting and investment control of the record shares. The Series 2 Preferred Stock will automatically convert to shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering on a 1.24996780424983-for-1 basis. 44,409 shares are held of record by Madrona Managing Director Fund, LLC; 331,695 shares are held of record by Madrona Venture Fund I-A, L.P.; and 36,099 shares are held of record by Madrona Venture Fund I-B, L.P. 3,191 shares are held of record by Madrona Managing Director Fund, LLC; 23,838 shares are held of record by Madrona Venture Fund I-A, L.P.; and 2,594 shares are held of record by Madrona Venture Fund I-B, L.P. Power of Attorney Yukio Morikubo as Attorney in fact for Tom Alberg 2016-07-20 EX-24 2 ex24alberg.txt POWER OF ATTORNEY The undersigned, as a Section 16 reporting person of NanoString Technologies, Inc. (the "Company"), hereby constitutes and appoints Wilson Sonsini Goodrich & Rosati, Professional Corporation, and each of Evan Fein, Ryan Schafer and Yukio Morikubo the undersigned's true and lawful attorney-in-fact to: 1. complete and execute Forms ID, 3,4 and 5 and other forms and all amendments thereto as such attorney-in- fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as a consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and 2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate. The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended). This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms ID, 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2016. /s/ Tom Alberg Tom Alberg the undersigned in a signed writing delivere