Filing Details
- Accession Number:
- 0001072613-18-000420
- Form Type:
- 13D Filing
- Publication Date:
- 2018-07-25 12:29:13
- Filed By:
- Clarus Lifesciences Ii, L.p.
- Company:
- Nanostring Technologies Inc (NASDAQ:NSTG)
- Filing Date:
- 2018-07-25
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Clarus Lifesciences II | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Clarus Ventures II GP | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Clarus Ventures II | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Robert Liptak | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Nicholas Simon | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Nicholas Galakatos | 43,933 | 4,121,848 | 43,933 | 4,121,848 | 4,165,781 | 14.03% |
| Dennis Henner | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Kurt Wheeler | 0 | 4,121,848 | 0 | 4,121,848 | 4,121,848 | 13.88% |
| Finny Kuruvilla | 14,615 | 4,121,848 | 14,615 | 4,121,848 | 4,136,463 | 13.93% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
NanoString Technologies, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
63009R109
(CUSIP Number)
Robert Liptak
Clarus Ventures, LLC
101 Main Street, Suite 1210,
Cambridge, MA 02142
(617) 949-2200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 20, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 63009R109 | 13D | Page 2 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Clarus Lifesciences II, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| WC | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 3 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Clarus Ventures II GP, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 4 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Clarus Ventures II, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 5 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Robert Liptak | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 6 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Nicholas Simon | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 7 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Nicholas Galakatos | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 43,933 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 43,933 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,165,781 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 14.03% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 8 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Dennis Henner | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 9 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Kurt Wheeler | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.88% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 10 of 14 Pages |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Finny Kuruvilla | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
| (b) | ☒ | ||||
| | | ||||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | | | ||
| AF | | | |||
| | | ||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | | ☐ | ||
| | | ||||
| | | ||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States citizen | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | | | |
| 14,615 shares | | | |||
| | | ||||
| 8 | SHARED VOTING POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 9 | SOLE DISPOSITIVE POWER | | | ||
| 14,615 shares | | | |||
| | | ||||
| 10 | SHARED DISPOSITIVE POWER | | | ||
| 4,121,848 shares | | | |||
| | | ||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 4,136,463 shares | | | |||
| | | ||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | ☐ | ||
| | | ||||
| | | ||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | ||
| 13.93% | | | |||
| | | ||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. 63009R109 | 13D | Page 11 of 14 Pages |
Schedule 13D
| Item 1. | Security and Issuer. |
This Amendment No. 5 (the "Amendment No. 5") to Schedule 13D supplements and amends the statement on Schedule 13D of Clarus Lifesciences II, L.P., Clarus Ventures II GP, L.P., Clarus Ventures II, LLC, Robert Liptak, Nicholas Simon, Nicholas Galakatos, Dennis Henner, Kurt Wheeler, Michael Steinmetz and Finny Kuruvilla originally filed on July 11, 2013 ( the "Schedule 13D"), Amendment No. 1 thereto filed on February 13, 2014 ("Amendment No. 1"), Amendment No. 2 thereto filed on February 16, 2016 ("Amendment No. 2"), Amendment No. 3 thereto filed on February 13, 2017 ("Amendment No. 3") and Amendment No. 4 thereto filed on June 7, 2017 ("Amendment No. 4") relating to the shares of common stock, $0.0001 par value per share (the "Shares"), of NanoString Technologies, Inc., a Delaware corporation (the "Issuer"), having its principal executive offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109.
Certain terms used but not defined in this Amendment No. 5 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto). Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 thereto).
| Item 5. | Interest in Securities of the Issuer. |
(a) Clarus II is the record owner of 3,959,440 Shares and 162,408 warrants to purchase Shares (collectively, the "Clarus II Shares"), which would represent approximately 13.88% of the Issuer's total issued and outstanding Common Stock. Such percentage is calculated based on 29,696,255 shares of Common Stock outstanding as of July 20, 2018, as reported in the Issuer's prospectus filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on July 18, 2018 (the "Prospectus") and information subsequently received from the Issuer reflecting the closing of the offering of Common Stock described in the Prospectus. As the sole general partner of Clarus II GPLP, Clarus II GPLLC may be deemed to own beneficially the Clarus II Shares. As individual managing directors of Clarus II GPLLC, each of the Managers may be deemed to own beneficially the Clarus II Shares. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock other than those shares which such person owns of record.
As of July 20, 2018, Galakatos is the record owner of options to purchase 43,933 shares of Common Stock (the "Galakatos Options"). The Galakatos Options may be exercised as of the date hereof and/or within 60 days of the date hereof. Accordingly, Galakatos may be deemed to own beneficially the Galakatos Options and Clarus II Shares. As of July 20, 2018, Kuruvilla is the record owner of options to purchase 14,615 shares of Common Stock (the "Kuruvilla Options"). Accordingly, Kuruvilla may be deemed to own beneficially the Kuruvilla Options and Clarus II Shares.
| (b) | Regarding the number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See line 7 of cover sheets |
| (ii) | shared power to vote or to direct the vote: See line 8 of cover sheets |
| (iii) | sole power to dispose or to direct the disposition: See line 9 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition: See line 10 of cover sheets |
| (c) | Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons. |
| (e) | Not applicable. |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 99.2 – Power of Attorney regarding filings under the Act.
| CUSIP No. 63009R109 | 13D | Page 12 of 14Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 25, 2018
| CLARUS LIFESCIENCES II, L.P. By: Clarus Ventures II GP, L.P., its general partner By: Clarus Ventures II, LLC, its general partner By: /s/ Robert Liptak |
| Manager |
| CLARUS VENTURES II GP, L.P. By: Clarus Ventures II, LLC, its general partner By: /s/ Robert Liptak |
| Manager |
| CLARUS VENTURES II, LLC By: /s/ Robert Liptak |
| Manager |
| |
| * |
| Nicholas Galakatos |
| * |
| Dennis Henner |
| /s/ Robert Liptak |
| Robert Liptak |
| * |
| Nicholas Simon |
| * |
| Kurt Wheeler |
| /s/ Finny Kuruvilla |
| Finny Kuruvilla |
*By: /s/ Robert Liptak
Robert Liptak, as Attorney-in-Fact
This Amendment No. 5 to Schedule 13D was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 99.2.
| CUSIP No. 63009R109 | 13D | Page 13 of 14 Pages |
EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of NanoString Technologies, Inc.
Date: July 25, 2018
| CLARUS LIFESCIENCES II, L.P. By: Clarus Ventures II GP, L.P., its general partner By: Clarus Ventures II, LLC, its general partner By: /s/ Robert Liptak |
| Manager |
| CLARUS VENTURES II GP, L.P. By: Clarus Ventures II, LLC, its general partner By: /s/ Robert Liptak |
| Manager |
| CLARUS VENTURES II, LLC By: /s/ Robert Liptak |
| Manager |
| |
| * |
| Nicholas Galakatos |
| * |
| Dennis Henner |
| /s/ Robert Liptak |
| Robert Liptak |
| * |
| Nicholas Simon |
| * |
| Kurt Wheeler |
| /s/ Finny Kuruvilla |
| Finny Kuruvilla |
*By: /s/ Robert Liptak
Robert Liptak, as Attorney-in-Fact
This Agreement was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit 99.2.
| CUSIP No. 63009R109 | 13D | Page 14 of 14 Pages |
EXHIBIT 99.2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Liptak with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.
Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of February, 2017.
| /s/ Nicholas Galakatos Nicholas Galakatos |
| /s/ Dennis Henner Dennis Henner |
| /s/ Nicholas Simon Nicholas Simon |
| /s/ Scott Requadt Scott Requadt |
| /s/ Kurt Wheeler Kurt Wheeler |