Sec Form 4 Filing - BROOKSIDE CAPITAL MANAGEMENT LLC @ NANOSPHERE INC - 2011-07-28

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
BROOKSIDE CAPITAL MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
NANOSPHERE INC [ NSPH]
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)
JOHN HANCOCK TOWER, 200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YY)
07/28/2011
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 07/28/2011 S 862,457 D $ 2.131 3,610,580 I See footnote ( 1 )
Common Stock, par value $0.01 per share 07/29/2011 S 30,400 D $ 2.084 3,580,180 I See footnote ( 1 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROOKSIDE CAPITAL MANAGEMENT LLC
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA02116
X
BROOKSIDE CAPITAL PARTNERS FUND LP
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA02116
X
BROOKSIDE CAPITAL INVESTORS L P
JOHN HANCOCK TOWER, 200 CLARENDON STREET
BOSTON, MA02116
X
Signatures
William E. Pappendick IV 03/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Brookside Capital Investors, L.P. ("BCI") is the sole general partner of Brookside Capital Partners Fund, L.P (the "Fund"). Brookside Capital Management, LLC ("BCM") is the sole general partner of BCI. By virtue of these relationships, each of BCI and BCM may be deemed to beneficially own the securities held by the Fund. Each of BCI and BCM disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

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 4(b)(v).
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