UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Nanosphere Inc
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
63009F204
(CUSIP Number)
June 30, 2016
Date of Event Which Requires Filing of this Statement
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
x Rule 13d1(b)
o Rule 13d1(c)
o Rule 13d1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 63009F204
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Asset Management, L.P. 23-2778393
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington ? West Chester Pike, Chadds Ford, PA 19317
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12
TYPE OF REPORTING PERSON *
IA
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 63009F204
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Asset Management, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington ? West Chester Pike, Chadds Ford, PA 19317
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12
TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 63009F204
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Merger Arbitrage Fund, L.P. 45-3200292
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington ? West Chester Pike, Chadds Ford, PA 19317
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
0
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12
TYPE OF REPORTING PERSON *
PN
*SEE INSTRUCTION BEFORE FILLING OUT!
CUSIP No. 63009F204
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON
Gardner Lewis Partner, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
285 Wilmington ? West Chester Pike, Chadds Ford, PA 19317
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0
12
TYPE OF REPORTING PERSON *
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1.
(a) Name of Issuer:
Nanosphere, Inc.??????????
(b) Address of Issuer?s Principal Executive Offices:
4088 Commercial Avenue
Northbrook, IL 60062
Item 2.
(a) Name of Person Filing
Gardner Lewis Asset Management, L.P.
Gardner Lewis Asset Management, Inc.
Gardner Lewis Merger Arbitrage Fund, L.P.
Gardner Lewis Partner, LLC
(b) Address of Principal Business Office
285 Wilmington ? West Chester Pike, Chadds Ford, PA 19317
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Stock, par value $0.01
(e) CUSIP Number: 63009F204
Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check
whether the person filing is a:
Broker or Dealer registered under Section 15 of the Act.
Bank as defined in section 3(a)(6) of the Act
Insurance Company as defined in section 3(a)(19) of the Act
Investment Company registered under section 8 of
the Investment Company Act
Investment Advisor registered under section 203 of the
Investment Advisers Act of 1940
Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund; see 240.13d-1(b)(1)(ii)(F)
Parent Holding Company, in accordance with
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
Group, in accordance with 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership
Gardner Lewis Asset Management, L.P. (?GLAM?)
Gardner Lewis Asset Management, Inc. (?GLAM GP?)
Gardner Lewis Merger Arbitrage Fund, L.P. (?Fund?)
Gardner Lewis Partner, LLC (?Fund GP?)
The Fund is a private investment fund. The Fund?s general partner is
the Fund GP. GLAM is the investment manager of the Fund, and GLAM GP
is the general partner of GLAM.
W. Whitfield Gardner is the sole shareholder of GLAM GP and the sole
member of Fund GP. Mr. Gardner disclaims beneficial ownership of the
securities listed as beneficially owned by the GLAM, GLAM GP, the Fund,
and the Fund GP in this Schedule 13G.
(a) Amount beneficially owned:
0 shares of Common Stock by GLAM and GLAM GP
0 shares of Common Stock by the Fund and Fund GP
(b) Percent of class:
Approximately 0% for GLAM and GLAM GP and 0% for the
Fund and Fund GP as of the date of filing this statement. Based on
52,865,197 shares of Common Stock issued and outstanding as of June
30, 2016 as reported on Amendment No. 4 to the Issuer?s Schedule
14D-9 filed pursuant to Section 14(d)(4) of the Securities Exchange
Act of 1934, as amended, on June 30, 2016.
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0?????
(ii) shared power to vote or to direct the vote: See Item 4(a) above.
(iii) sole power to dispose or to direct the disposition of: 0 ?????
(iv) shared power to dispose or to direct the disposition of : See
Item 4(a) above.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following X_.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The Fund has granted to GLAM, as investment manager, the sole power
to manage the Fund?s investments.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any
ransaction have such purposes or effect.
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.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC, its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
with all other Reporting Persons (as such term is used in the Schedule
13G referred to below) on behalf of each of them of a statement on Schedule
13G (including amendments thereto) with respect to the Common Stock,
par value $0.01 per share, of Nanosphere, Inc. and that this Agreement
be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute the Agreement
this 15th day of July, 2016.
Gardner Lewis Asset Management, L.P.
By: Gardner Lewis Asset Management, Inc., its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Asset Management, Inc.
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Merger Arbitrage Fund, L.P.
By: Gardner Lewis Partner, LLC, its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
Gardner Lewis Partner, LLC, its general partner
Dated: August 3, 2016 By: /s/ W. Whitfield Gardner
W. Whitfield Gardner
Chairman and CEO
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