Edgar Filing: NanoString Technologies Inc

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Draper Fisher Jurvetson Fund VII, L.P.

2. Issuer Name and Ticker or Trading Symbol
NanoString Technologies Inc [NSTG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD, SUITE 150

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2013	⁽¹⁾	C		364,583 ⁽¹⁾ ⁽²⁾	A	⁽¹⁾	364,583	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013	⁽⁵⁾	C		357,145 ⁽⁵⁾ ⁽⁶⁾	A	⁽⁵⁾	721,728	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013	⁽⁷⁾	C		514,916 ⁽⁷⁾ ⁽⁸⁾	A	⁽⁷⁾	1,236,644	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013	⁽⁷⁾	C		446,504 ⁽⁷⁾ ⁽⁹⁾	A	⁽⁷⁾	1,683,149	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013	⁽⁷⁾	C		81,566 ⁽⁷⁾ ⁽¹⁰⁾	A	⁽⁷⁾	1,764,714	I	See footnotes ⁽³⁾ ⁽⁴⁾
Common Stock	07/01/2013		A		10,000 ⁽¹¹⁾	A	$ 10	1,774,714	I	See footnotes ⁽³⁾ ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽¹⁾

07/01/2013

364,583 ⁽¹⁾ ⁽²⁾

⁽¹⁾

Common Stock

364,583

⁽¹⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series B Preferred Stock

⁽⁵⁾

07/01/2013

357,145 ⁽⁵⁾ ⁽⁶⁾

⁽⁵⁾

Common Stock

357,145

⁽⁵⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series C Preferred Stock

⁽⁷⁾

07/01/2013

514,916 ⁽⁷⁾ ⁽⁸⁾

⁽⁷⁾

Common Stock

514,916

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Preferred Stock

⁽⁷⁾

07/01/2013

446,504 ⁽⁷⁾ ⁽⁹⁾

⁽⁷⁾

Common Stock

446,504

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series E Preferred Stock

⁽⁷⁾

07/01/2013

81,566 ⁽⁷⁾ ⁽¹⁰⁾

⁽⁷⁾

Common Stock

81,566

⁽⁷⁾

See footnotes ⁽³⁾ ⁽⁴⁾

Series D Preferred Warrant (Right to Buy)

$ 8.45

07/01/2013

89,296 ⁽¹²⁾ ⁽¹³⁾

⁽¹²⁾

11/01/2018

Common Stock

89,296

$ 8.45

See footnotes ⁽³⁾ ⁽⁴⁾

Common Stock Warrant (Right to Buy)

$ 8.45

07/01/2013

89,296 ⁽¹²⁾ ⁽¹³⁾

⁽¹²⁾

11/01/2018

Common Stock

89,296

$ 8.45

89,296

See footnotes ⁽³⁾ ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Draper Fisher Jurvetson Fund VII, L.P. C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Associates Riskmasters Fund II, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Associates Riskmasters Fund, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
DRAPER ASSOCIATES L P C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X
Draper Fisher Jurvetson Partners VII, LLC C/O DRAPER FISHER JURVETSON 2882 SAND HILL ROAD, SUITE 150 MENLO PARK, CA 94025		X

Signatures

/s/ Barbara Mery, Attorney-in-fact		07/01/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/01/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/01/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/01/2013
^**Signature of Reporting Person		Date
/s/ Barbara Mery, Attorney-in-fact		07/02/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects the automatic conversion of each share of Series A Preferred Stock into 1.4030303030303 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(2)	9,480 of these shares are owned by Draper Associates, L.P., 349,999 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 5,104 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(3)	Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. ("Fund VII") that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VII, LLC ("Partners VII") invests lockstep alongside Fund VII. The Managing Partners of Partners VII are Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson. Draper Associates, L.P. ("DALP") invests lockstep alongside Fund VII. The General Partners of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Draper Associates Riskmasters Fund, LLC ("DARF") and Draper Associates Riskmasters Fund II, LLC ("DARF II") invest lockstep alongside Fund VII, instead and in place of DALP beginning June 2010. The Managing Member of DARF and DARF II is Timothy C. Draper.
(4)	These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.
(5)	Reflects the automatic conversion of each share of Series B Preferred Stock into 1.55942857142857 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(6)	9,286 of these shares are owned by Draper Associates, L.P., 342,858 shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 5,001 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(7)	The Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(8)	13,388 of these shares are owned by Draper Associates, L.P., 494,319 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 7,209 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(9)	9,621 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 1,989 of these shares are owned by Draper Associates Riskmasters Fund, LLC, 428,643 of the shares are owned by Draper Fisher Jurvetson Fund II, L.P., and 6,251 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(10)	2,121 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 78,303 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 1,142 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(11)	9,600 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., 140 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC, and 260 of these shares are owned by Draper Associates Riskmasters Fund II, LLC.
(12)	The Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock.
(13)	396 of these shares are owned by Draper Associates Riskmasters Fund, LLC, 1,923 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 85,728 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 1,249 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.