J.P. Morgan Securities LLC
Morgan Stanley & Co. LLC
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
June 21, 2013
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3720
| Attn: | Jeffrey P. Riedler, Assistant Director Daniel Greenspan, Legal Branch Chief Karen Ubell, Staff Attorney Bryan Pitko, Staff Attorney Gus Rodriguez, Accounting Branch Chief Sasha Parikh, Staff Accountant | |||
| Re: | NanoString Technologies, Inc. Registration Statement on Form S-1 (File No. 333-188704) Form 8-A (File No. 001-35980) | |||
| Acceleration Request | ||||
| Requested Date: | June 25, 2013 | |||
| Requested Time: | 4:00 P.M. Eastern Time | |||
Ladies and Gentlemen:
In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933 (the “Act”), we, as representatives of the several Underwriters, hereby join in the request of NanoString Technologies, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 4:00 P.M. Eastern Time on June 25, 2013, or as soon thereafter as practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated June 13, 2013:
| (i) | Dates of Distribution: June 13, 2013 through the date hereof |
| (ii) | Number of prospective underwriters to whom the preliminary prospectus was furnished: 4 |
| (iii) | Number of prospectuses furnished to investors: approximately 1,807 |
| (iv) | Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 2,221 |
We, the undersigned, as representatives of the several Underwriters, have and will, and we have been informed by the participating underwriters that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
[Signature page follows]
Very truly yours, | ||
J.P. MORGAN SECURITIES LLC MORGAN STANLEY & CO. LLC | ||
| By: | J.P. MORGAN SECURITIES LLC | |
| By: | /s/ Joe Gilliam | |
| Name: Joe Gilliam | ||
| Title: Managing Director | ||
| By: | MORGAN STANLEY & CO. LLC | |
| By: | /s/ Mike Brophy | |
| Name: Mike Brophy | ||
| Title: Vice President | ||
[Signature Page toUnderwriters’ Acceleration Request]
