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
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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*
SAUNDERS BARNEY

(Last) (First) (Middle)
530 FAIRVIEW AVENUE N.
SUITE 2000

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & GM, Life Sciences
3. Date of Earliest Transaction (Month/Day/Year)
06/12/2014
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 06/12/2014 M 17,764 A $1.92 18,929 D
Common Stock 06/12/2014 M 10,236 A $2.24 29,165 D
Common Stock 06/12/2014 S 28,000 D $15.0373(1) 1,165 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
Employee Stock Option (right to buy) $1.92 06/12/2014 M 17,764 (2) 02/28/2022 Common Stock 17,764 $0.00 10,517 D
Employee Stock Option (right to buy) $2.24 06/12/2014 M 10,236 (3) 12/06/2020 Common Stock 10,236 $0.00 50,232 D
Explanation of Responses:
1. 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 $14.96 to $15.245, 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.
2. This 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 1/48th of the remaining shares subject to the option vested on the one month anniversary of the Vesting Commencement Date and each month thereafter, such that the option will be fully vested on March 1, 2016.
3. 25% of the shares subject to the option vest on the one-year anniversary of September 20, 2010 (the "Vesting Commencement Date") and 1/48th of the total shares subject to the option vested on the one month anniversary of the Vesting Commencement Date and each month thereafter, such that the option will be fully vested on September 20, 2014.
Remarks:
/s/ Barbara A. Mery, Attorney-in-fact 06/16/2014
** 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.
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