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Filing Details

Accession Number:
0001401708-18-000121
Form Type:
4
Zero Holdings:
No
Publication Time:
2018-09-19 16:45:25
Reporting Period:
2018-09-17
Accepted Time:
2018-09-19 16:45:25
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1401708 Nanostring Technologies Inc NSTG () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1252522 Nicholas Galakatos C/o Clarus Ventures, Llc
101 Main Street, Suite 1210
Cambridge MA 02142
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2018-09-17 162,408 $8.45 4,121,848 No 4 X Indirect See footnotes
Common Stock Disposition 2018-09-17 85,823 $15.99 4,036,025 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 X Indirect See footnotes
No 4 S Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Common Stock Warrant (Right to Buy) Disposition 2018-09-17 162,408 $0.00 162,408 $8.45
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2011-11-01 2018-11-01 No 4 X Indirect
Footnotes
  1. Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.
  2. Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.
  3. On September 17, 2018 Clarus Lifesciences II, L.P. ("Clarus") exercised warrants to purchase 162,408 shares of the Company's common stock for $8.448 per share. Clarus paid the exercise price on a cashless basis, resulting in the Company's withholding of 85,823 of the warrant shares to pay the exercise price and issuing to Clarus the remaining 76,585 shares.
  4. Pursuant to the terms of a Lock-up Agreement executed by the Reporting Person, a member of the board of directors, in favor of the underwriters of the Company's public offering in July 2018 (the "Lock-up"), the Company withheld the number of shares set forth above pursuant to a net settlement permitted under the terms of the Lock-up. No shares were sold by the Reporting Person or Clarus in connection with the exercise and the common shares issued as a result of the exercise are subject to the terms of the Lock-up.