NanoString Technologies
NanoString Technologies Inc (Form: 4, Received: 02/08/2017 17:59:39)
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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

JOHNSON JAMES A
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)
Chief Financial Officer
(Last)          (First)          (Middle)

530 FAIRVIEW AVENUE N.
3. Date of Earliest Transaction (MM/DD/YYYY)

2/6/2017
(Street)

SEATTLE, WA 98109
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/6/2017     M    3333   A   (1) 8422   D    
Common Stock   2/6/2017     F    1089   (2) D $18.80   7333   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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     (1) 2/6/2017     M         3333      (3)   (3) Common Stock   3333   $0.00   6667   D    
Restricted Stock Units     (4) 2/6/2017     A      10000         (5)   (5) Common Stock   10000   $0.00   10000   D    
Stock Option (right to buy)   $18.80   2/6/2017     A      20000         (6) 2/5/2027   Common Stock   20000   $0.00   20000   D    

Explanation of Responses:
( 1)  Restricted stock units ("RSUs") convert into Common Stock on a one-for-one basis.
( 2)  The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of RSUs. These shares were not issued to or sold by the reporting person.
( 3)  On February 3, 2016, the reporting person was granted 10,000 RSUs, vesting in three equal installments beginning on the first market trading day following the first anniversary of the grant date.
( 4)  Each RSU represents a contingent right to receive one (1) share of Issuer's common stock.
( 5)  1/3 of the RSUs vest on the first market trading day following the first anniversary of March 6, 2017 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day after the second and third anniversary of the RSU Vesting Commencement Date, in each case, subject to Participant's continuing to be a Service Provider (as defined in the 2013 Equity Incentive Plan) through each such date.
( 6)  The shares subject to this option shall vest at a rate of 1/48th of the total number of shares vest on the one-month anniversary of February 6, 2017 (the "Option Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Option Vesting Commencement Date thereafter (and if there is no corresponding day, on the last day of the month) for so long as the recipient of the option remains a "Service Provider" (as defined in the 2013 Plan) of the Company, such that the total number of shares shall be fully vested on the four-year anniversary of the Option Vesting Commencement Date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
JOHNSON JAMES A
530 FAIRVIEW AVENUE N.
SEATTLE, WA 98109


Chief Financial Officer

Signatures
/s/ Shannon Atchison, Attorney-in-Fact 2/8/2017
** Signature of Reporting Person Date


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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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