Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  ALLEN MARY TEDD
2. Date of Event Requiring Statement (Month/Day/Year)
06/25/2013
3. Issuer Name and Ticker or Trading Symbol
NanoString Technologies Inc [NSTG]
(Last)
(First)
(Middle)
530 FAIRVIEW AVENUE N., SUITE 2000
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP, Manufacturing
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SEATTLE, WA 98109
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 3,125 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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
Series D Preferred Stock   (2)   (2) Common Stock 2,188 (1) $ 0 D  
Series D Preferred Warrant (Right to Buy)   (2) 11/01/2018 Common Stock 437 (1) $ 8.45 D  
Stock Option (Right to Buy)   (3) 10/14/2019 Common Stock 15,625 (1) $ 2.24 D  
Stock Option (Right to Buy)   (4) 02/28/2022 Common Stock 31,250 (1) $ 1.92 D  
Stock Option (Right to Buy)   (5) 01/09/2023 Common Stock 10,000 (1) $ 6.72 D  
Stock Option (Right to Buy)   (6) 10/08/2018 Common Stock 6,250 (1) $ 3.84 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ALLEN MARY TEDD
530 FAIRVIEW AVENUE N.
SUITE 2000
SEATTLE, WA 98109
      VP, Manufacturing  

Signatures

/s/ Barbara Mery, Attorney-in-Fact 06/25/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects a 1-for-32 reverse stock split of the Issuer's outstanding shares effected June 12, 2013.
(2) Reflects the automatic conversion of each share of Series D Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share has no expiration date.
(3) The Option fully vested on June 8, 2013.
(4) The option is subject to an early exercise provision and is immediately exercisable. 25% of the shares subject to the Option vested on March 1, 2012 (the "Vesting Commencement Date"), and thereafter 1/48th of the remaining shares subject to the Option vest on each monthly anniversary of the Vesting Commencement Date.
(5) The option is subject to an early exercise provision and is immediately exercisable. 1/48th of the shares subject to such Option shall vest on each monthly anniversary of January 10, 2013.
(6) The Option fully vested on October 9, 2012.

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