Sec Form 4 Filing - BROWN J. CHAD @ NanoString Technologies Inc - 2019-11-15

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
BROWN J. CHAD
2. Issuer Name and Ticker or Trading Symbol
NanoString Technologies Inc [ NSTG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, Sales & Marketing
(Last) (First) (Middle)
530 FAIRVIEW AVENUE N
3. Date of Earliest Transaction (MM/DD/YY)
11/15/2019
(Street)
SEATTLE, WA98109
4. If Amendment, Date Original Filed (MM/DD/YY)
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 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 11/15/2019 M 17,200 A $ 0 26,329 D
Common Stock 11/18/2019 F 4,334 ( 1 ) D $ 23.7279 21,995 D
Common Stock 11/18/2019 S( 2 ) 1,485 D $ 24.2741 ( 3 ) 20,510 D
Common Stock 11/18/2019 M 15,784 A $ 16.35 36,294 D
Common Stock 11/18/2019 S( 2 ) 15,784 D $ 24.0934 ( 4 ) 20,510 D
Common Stock 11/18/2019 S( 2 ) 10,255 D $ 23.2752 ( 5 ) 10,255 D
Common Stock 11/15/2019 M 1,716 A $ 16.35 11,971 D
Common Stock 11/19/2019 M 2,188 A $ 6.8 14,159 D
Common Stock 11/19/2019 S( 2 ) 3,904 D $ 24.0005 ( 6 ) 10,255 D
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
Restricted Stock Units ( 7 ) $ 0 11/15/2019 M 17,200 ( 8 ) ( 8 ) Common Stock 17,200 $ 0 0 D
Stock Options (right to buy) $ 16.35 11/15/2019 M 15,784 ( 9 ) 07/04/2027 Common Stock 15,784 $ 16.35 44,216 D
Stock Options (right to buy) $ 16.35 11/19/2019 M 1,716 ( 9 ) 07/04/2027 Common Stock 1,716 $ 16.35 42,500 D
Stock Options (right to buy) $ 6.8 11/19/2019 M 2,188 ( 10 ) 02/05/2028 Common Stock 2,188 $ 6.8 7,812 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BROWN J. CHAD
530 FAIRVIEW AVENUE N
SEATTLE, WA98109
SVP, Sales & Marketing
Signatures
/s/ Shannon Atchison, Attorney-in-fact 11/19/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported shares were sold to cover the reporting person's tax liability in connection with the vesting of RSUs.
( 2 )The sales reported by Mr. Brown were effected pursuant to a Rule 10b5-1 trading plan adopted on August 15, 2019.
( 3 )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 $24.12 to $24.66, 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.
( 4 )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 $24.00 to $24.66, 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.
( 5 )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 $23.13 to $23.45, 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.
( 6 )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 $24.00 to $24.01, 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.
( 7 )Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Issuer's common stock.
( 8 )One hundred percent (100%) of the RSUs shall vest on the second anniversary of November 17, 2017, subject to the reporting person remaining a Service Provider (as defined in the 2013 Equity Incentive Plan) through such date.
( 9 )25% of the shares subject to the Option vest on the one-year anniversary of July 5, 2017 (the "Vesting Commencement Date"), and thereafter 1/48th of the shares subject to the Option vest on each monthly anniversary of the Vesting Commencement Date.
( 10 )1/48 of the shares subject to such option shall vest on the one-month anniversary of 2/6/18 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date becoming fully vested on the four-year anniversary of the Option Vesting Commencement Date.

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