SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/01/2017 | 3. Issuer Name and Ticker or Trading Symbol NanoString Technologies Inc [ NSTG ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Beneficially Owned | |||
---|---|---|---|
1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 23,448 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Options (right to buy) | (1) | 02/28/2022 | Common Stock | 31,250 | 1.92 | D | |
Stock Options (right to buy) | (2) | 01/09/2023 | Common Stock | 10,000 | 6.72 | D | |
Stock Options (right to buy) | (3) | 01/31/2024 | Common Stock | 25,000 | 18.18 | D | |
Stock Options (right to buy) | (4) | 02/09/2025 | Common Stock | 20,000 | 12.77 | D | |
Restricted Stock Units(5) | (6) | (6) | Common Stock | 4,000 | 0.00 | D | |
Stock Options (right to buy) | (7) | 02/05/2026 | Common Stock | 12,000 | 12.94 | D | |
Restricted Stock Units(5) | (8) | (8) | Common Stock | 8,000 | 0.00 | D | |
Stock Options (right to buy) | (9) | 02/06/2027 | Common Stock | 16,000 | 18.8 | D | |
Common Stock Warrant | (10) | 11/01/2018 | Common Stock | 437 | 8.45 | D |
Explanation of Responses: |
1. The Option fully vested on March 1, 2016. |
2. The Option fully vested on January 10, 2017. |
3. 1/48th of the shares subject to such Option shall vest on each monthly anniversary of January 31, 2014. |
4. 1/48 of the shares subject to such option shall vest on each monthly anniversary of February 9, 2015. |
5. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Issuer's common stock. |
6. 1/3 of the RSUs vest on the first market trading day following the first anniversary of February 3, 2016 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date. |
7. The shares subject to this option shall vest at a rate of 1/48th of the total number of shares on the one-month anniversary of February 5, 2016 (the "Option Vesting Commencement Date"), and 1/48th of the total number of shares vest each monthly anniversary of the Option Vesting Commencement Date thereafter, for so long as the recipient of the option remains a Service Provider, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date. |
8. 1/3 of the RSUs vest on the first market trading day following the first anniversary of March 6, 2017 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date. |
9. The shares subject to this option shall vest at a rate of 1/48th of the total number of shares vest on the one-month anniversary of February 6, 2017 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date thereafter (and if there is no corresponding day, on the last day of the month) for so long as the recipient of the option remains a "Service Provider" (as defined in the 2013 Plan) of the Company, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date. |
10. Immediately exercisable. |
Remarks: |
/s/ Shannon Atchison, Attorney-in-fact | 05/01/2017 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |