Edgar Filing: NanoString Technologies Inc

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 ^*

OVP VENTURE PARTNERS VI LP

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

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O OVP VENTURE PARTNERS, 1616 EASTLAKE AVE. E., SUITE 208

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2014

(Street)

SEATTLE, WA 98102

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2014		S		3,213	D	$ 11.483 ⁽¹⁾	1,715,841 ⁽²⁾	D ⁽³⁾
Common Stock	09/02/2014		S		1,739	D	$ 11.483 ⁽¹⁾	1,714,102 ⁽⁴⁾	I ⁽³⁾	See footnotes
Common Stock	09/02/2014		S		44	D	$ 11.483 ⁽¹⁾	1,714,058 ⁽⁵⁾	I ⁽³⁾	See footnotes
Common Stock	09/02/2014		S		4	D	$ 11.483 ⁽¹⁾	1,714,054 ⁽⁶⁾	I ⁽³⁾	See footnotes
Common Stock	09/03/2014		S		19,278	D	$ 11.0936 ⁽⁷⁾	1,694,776 ⁽⁸⁾	D ⁽³⁾
Common Stock	09/03/2014		S		10,431	D	$ 11.0936 ⁽⁷⁾	1,684,345 ⁽⁹⁾	I ⁽³⁾	See footnotes
Common Stock	09/03/2014		S		264	D	$ 11.0936 ⁽⁷⁾	1,684,081 ⁽¹⁰⁾	I ⁽³⁾	See footnotes
Common Stock	09/03/2014		S		27	D	$ 11.0936 ⁽⁷⁾	1,684,054 ⁽¹¹⁾	I ⁽³⁾	See footnotes

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
OVP VENTURE PARTNERS VI LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VENTURE PARTNERS VII LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VI ENTREPRENEURS FUND LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X
OVP VII ENTREPRENEURS FUND LP C/O OVP VENTURE PARTNERS 1616 EASTLAKE AVE. E., SUITE 208 SEATTLE, WA 98102		X

Signatures

/s/ Barbara A. Mery, Attorney-in-fact		09/04/2014
^**Signature of Reporting Person		Date
/s/ Barbara A. Mery, Attorney-in-fact		09/04/2014
^**Signature of Reporting Person		Date
/s/ Barbara A. Mery, Attorney-in-fact		09/04/2014
^**Signature of Reporting Person		Date
/s/ Barbara A. Mery, Attorney-in-fact		09/04/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	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 $11.43 to $11.60, 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.
(2)	1,167,839 of these shares are owned by OVP Venture Partners VI, L.P., 16,102 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 530,267 of these shares are owned by OVP Venture Partners VII, L.P., and 1,633 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(3)	OVMC VI, LLC serves as the general partner of OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is a managing member of OVMC VI, LLC and shares voting and investment power over the shares held by OVP Venture Partners VI, L.P. and OVP VI Entrepreneurs Fund, L.P. Charles P. Waite, Jr. is also a managing member of OVMC VII, LLC, the general partner of OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P., and shares voting and investment power over the shares held by OVP Venture Partners VII, L.P. and OVP VII Entrepreneurs Fund, L.P. Mr. Waite, the other managing members of OVMC VI, LLC and OVMC VII, LLC, and each of the aforementioned entities disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interest therein.
(4)	1,167,839 of these shares are owned by OVP Venture Partners VI, L.P., 16,102 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 528,528 of these shares are owned by OVP Venture Partners VII, L.P., and 1,633 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(5)	1,167,839 of these shares are owned by OVP Venture Partners VI, L.P., 16,058 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 528,528 of these shares are owned by OVP Venture Partners VII, L.P., and 1,633 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(6)	1,167,839 of these shares are owned by OVP Venture Partners VI, L.P., 16,058 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 528,528 of these shares are owned by OVP Venture Partners VII, L.P., and 1,629 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(7)	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 $11.055 to $11.50, 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.
(8)	1,148,561 of these shares are owned by OVP Venture Partners VI, L.P., 16,058 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 528,528 of these shares are owned by OVP Venture Partners VII, L.P., and 1,629 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(9)	1,148,561 of these shares are owned by OVP Venture Partners VI, L.P., 16,058 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 518,097 of these shares are owned by OVP Venture Partners VII, L.P., and 1,629 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(10)	1,148,561 of these shares are owned by OVP Venture Partners VI, L.P., 15,794 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 518,097 of these shares are owned by OVP Venture Partners VII, L.P., and 1,629 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
(11)	1,148,561 of these shares are owned by OVP Venture Partners VI, L.P., 15,794 of these shares are owned by OVP VI Entrepreneurs Fund, L.P., 518,097 of these shares are owned by OVP Venture Partners VII, L.P., and 1,602 of these shares are owned by OVP VII Entrepreneurs Fund, L.P.
Remarks: Following the sales being reported on this Form 4, the Reporting Persons on this form are no longer subject to Section 16.

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