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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

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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

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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

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.
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.
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.
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.