NanoString (NSTG) Form 4 NanoString / J. CHAD BROWN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

BROWN J. CHAD

(Last) (First) (Middle)

530 FAIRVIEW AVENUE N

(Street)

SEATTLE WA 98109

(City) (State) (Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Sales & Marketing

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2020		M		3,750	A	$16.35	25,994	D
Common Stock	06/01/2020		M		625	A	$6.8	26,619	D
Common Stock	06/01/2020		M		8,260	A	$23.34	34,879	D
Common Stock	06/01/2020		S(1)		16,418	D	$30.46(2)	18,461	D
Common Stock	06/01/2020		S(1)		18,294	D	$31.16(3)	167	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	$16.35	06/01/2020		M			3,750	(4)	07/04/2027	Common Stock	3,750	$16.35	17,501	D
Stock Options (right to buy)	$6.8	06/01/2020		M			625	(5)	02/05/2028	Common Stock	625	$6.8	4,375	D
Stock Options (right to buy)	$23.34	06/01/2020		M			8,260	(6)	03/25/2029	Common Stock	8,260	$23.34	22,241	D

Explanation of Responses:

1. The sales reported by Mr. Brown were effected pursuant to a Rule 10b5-1 trading plan adopted on May 15, 2020.

2. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $30.00 to $31.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

3. The "Amount" and "Price" reported in this Column 4 reflect the aggregate number and weighted-average price, respectively, of shares sold. These shares were sold in multiple transactions at prices ranging from $31.005 to $31.255, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.

4. 25% of the shares subject to the Option vest on the one-year anniversary of July 5, 2017 (the "Vesting Commencement Date"), and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Vesting Commencement Date.

5. 1/48 of the shares subject to such option shall vest on the one-month anniversary of 2/6/18 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date becoming fully vested on the four-year anniversary of the Option Vesting Commencement Date.

6. 1/48 of the shares subject to such option shall vest on the one-month anniversary of March 13, 2019 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date becoming fully vested on the four-year anniversary of the Option Vesting Commencement Date.

Remarks:

	/s/ Shannon Atchison, Attorney-in-fact	06/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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