R Bradley Gray Form 4 NanoString / R BRADLEY GRAY ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GRAY R BRADLEY

(Last)

(First)

(Middle)

530 FAIRVIEW AVENUE N

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

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

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2023

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

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. 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	03/06/2023		M		16,463	A	$0	294,021	D
Common Stock	03/06/2023		F⁽¹⁾		6,479	D	$10.16	287,542	D
Common Stock	03/06/2023		M		8,063	A	$0	295,605	D
Common Stock	03/06/2023		F⁽¹⁾		3,173	D	$10.13	292,432	D
Common Stock	03/06/2023		M		26,320	A	$0	318,752	D
Common Stock	03/06/2023		F⁽¹⁾		10,357	D	$10.16	308,395	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 (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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	03/04/2023		A		354,545		⁽³⁾	⁽³⁾	Common Stock	354,545	$0	354,545	D
Restricted Stock Units	⁽²⁾	03/06/2023		M			16,463	⁽⁴⁾	⁽⁴⁾	Common Stock	16,463	$0	0	D
Restricted Stock Units	⁽²⁾	03/06/2023		M			8,063	⁽⁵⁾	⁽⁵⁾	Common Stock	8,063	$0	8,063	D
Restricted Stock Units	⁽²⁾	03/06/2023		M			26,320	⁽⁶⁾	⁽⁶⁾	Common Stock	26,320	$0	52,642	D

Explanation of Responses:

1. The reported shares were withheld to cover the reporting person's tax liability in connection with the vesting of Restricted Stock Units ("RSUs"). The shares were not issued to or sold by the reporting person.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one (1) share of Issuer's common stock.

3. 1/3 of the RSUs vest on or following the first anniversary of March 5, 2023 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on or 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.

4. 1/3 of the RSUs vest on the first market trading day following the first anniversary of March 5, 2020 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on the first market trading day on or 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.

5. 1/3 of the RSUs vest on the first market trading day following the first anniversary of March 5, 2021 (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. 1/3 of the RSUs vest on or following the first market trading day following the first anniversary of March 5, 2022 (the "RSU Vesting Commencement Date"), and 1/3 of the RSUs vest annually each year on or following the first market trading day on or 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.

Remarks:

	/s/ Shannon Atchison, Attorney in Fact	03/07/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

R Bradley Gray Form 4NanoString / R BRADLEY GRAY ownership change