Schedule 13D
Item 1.
Security and Issuer
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This Amendment No. 4 (the "Amendment No. 4") to Schedule 13D supplements and amends the statement on Schedule 13D of Clarus Lifesciences II, L.P., Clarus Ventures II GP, L.P., Clarus Ventures II, LLC, Robert Liptak, Nicholas Simon, Nicholas Galakatos, Dennis Henner, Kurt Wheeler, Michael Steinmetz and Finny Kuruvilla originally filed on July 11, 2013 ( the "Schedule 13D"), Amendment No. 1 thereto filed on February 13, 2014 ("Amendment No. 1"), Amendment No. 2 thereto filed on February 16, 2016 ("Amendment No. 2") and Amendment No. 3 thereto filed on February 13, 2017 ("Amendment No. 3") relating to the shares of common stock, $0.0001 par value per share (the "Shares"), of NanoString Technologies, Inc., a Delaware corporation (the "Issuer"), having its principal executive offices located at 530 Fairview Avenue N, Suite 2000, Seattle, WA 98109.
Certain terms used but not defined in this Amendment No. 4 have the meanings assigned thereto in the Schedule 13D (including Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported on the Schedule 13D (including Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto).
Item 5.
Interest in Securities of the Issuer
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(a)
Clarus II is the record owner of 3,959,440 Shares and 162,408 warrants to purchase Shares (collectively, the "Clarus II Shares"), which would represent approximately 16.40% of the Issuer's total issued and outstanding Common Stock. Such percentage is calculated based on
21,690,543
shares of Common Stock outstanding as of May 1, 2017, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 5, 2017 and information received from the Issuer on June 6, 2017 reflecting the purchase of an additional 3,450,000 shares of Common Stock. As the sole general partner of Clarus II GPLP, Clarus II GPLLC may be deemed to own beneficially the Clarus II Shares. As individual managing directors of Clarus II GPLLC, each of the Managers may be deemed to own beneficially the Clarus II Shares. Each Reporting Person disclaims beneficial ownership of all shares of Common Stock other than those shares which such person owns of record.
As of June 6, 2017, Galakatos is the record owner of options to purchase 34,869 shares of Common Stock (the "Galakatos Options"). The Galakatos Options may be exercised as of the date hereof and/or within 60 days of the date hereof. Accordingly, Galakatos may be deemed to own beneficially the Galakatos Options and Clarus II Shares. As of June 6, 2017, Kuruvilla is the record owner of options to purchase 14,615 shares of Common Stock (the "Kuruvilla Options"). Accordingly, Kuruvilla may be deemed to own beneficially the Kuruvilla Options and Clarus II Shares.
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(b)
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Regarding the number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: See line 7 of cover sheets
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(ii)
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shared power to vote or to direct the vote: See line 8 of cover sheets
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(iii)
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sole power to dispose or to direct the disposition: See line 9 of cover sheets.
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(iv)
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shared power to dispose or to direct the disposition: See line 10 of cover sheets
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(c)
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Except as set forth in Item 3 above, none of the Reporting Persons has effected any transaction in the Common Stock during the last 60 days.
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(d)
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No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by any of the Reporting Persons.
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Item 7.
Material to be Filed as Exhibits
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Exhibit 99.1 – Agreement regarding filing of joint Schedule 13D.
Exhibit 99.2 – Power of Attorney regarding filings under the Act.
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CUSIP No.
63009R109
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13D
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Page 12 of 14 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 7, 2017
CLARUS LIFESCIENCES II, L.P.
By:
Clarus Ventures II GP, L.P., its general partner
By: Clarus Ventures II, LLC, its general partner
By:
/s/ Robert Liptak
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Manager
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CLARUS VENTURES II GP, L.P.
By:
Clarus Ventures II, LLC, its general partner
By:
/s/ Robert Liptak
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Manager
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CLARUS VENTURES II, LLC
By:
/s/ Robert Liptak
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Manager
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*
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Nicholas Galakatos
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*
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Dennis Henner
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/s/ Robert Liptak
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Robert Liptak
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*
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Nicholas Simon
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*
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Kurt Wheeler
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/s/
Finny Kuruvilla
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Finny Kuruvilla
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*By:
/s/ Robert Liptak
Robert Liptak, as Attorney-in-Fact
This Amendment No. 4 to Schedule 13D was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as
Exhibit 99.2
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CUSIP No.
63009R109
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13D
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Page 13 of 14 Pages
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EXHIBIT 99.1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Common Stock of NanoString Technologies, Inc.
CLARUS LIFESCIENCES II, L.P.
By:
Clarus Ventures II GP, L.P., its general partner
By: Clarus Ventures II, LLC, its general partner
By:
/s/ Robert Liptak
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Manager
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CLARUS VENTURES II GP, L.P.
By:
Clarus Ventures II, LLC, its general partner
By:
/s/ Robert Liptak
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Manager
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CLARUS VENTURES II, LLC
By:
/s/ Robert Liptak
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Manager
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*
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Nicholas Galakatos
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*
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Dennis Henner
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/s/ Robert Liptak
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Robert Liptak
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*
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Nicholas Simon
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*
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Kurt Wheeler
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/s/
Finny Kuruvilla
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Finny Kuruvilla
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*By:
/s/ Robert Liptak
Robert Liptak, as Attorney-in-Fact
This Agreement was executed by Robert Liptak on behalf of the individuals listed above pursuant to a Power of Attorney a copy of which is attached as Exhibit
99.2
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CUSIP No.
63009R109
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13D
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Page 14 of 14 Pages
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EXHIBIT 99.2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert Liptak with full power to act singly, his true and lawful attorney-in-fact, with full power of substitution, to: (i) sign any and all instruments, certificates and documents that may be necessary, desirable or appropriate to be executed on behalf of himself as an individual or in his capacity as a general partner of any partnership or limited liability company, pursuant to Section 13 or 16 of the Securities Exchange Act of 1934, as amended, and any and all regulations promulgated thereunder, (ii) file the same (including any amendments thereto), with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and any stock exchange or similar authority and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this power of attorney shall be in such form and shall contain such terms and conditions as such attorney‑in‑fact may approve in such attorney‑in‑fact's discretion, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing necessary, desirable or appropriate.
Each of the undersigned hereby grant to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.
This power of attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.
IN WITNESS WHEREOF, this Power of Attorney has been signed as of the 9th day of February, 2017.
Nicholas Galakatos
Dennis Henner
Nick Simon
Scott Requadt
Kurt Wheeler