Clarus Ventures II GP, L.P.

SEC source: 0000899243-19-008806 · doc4.xml · nonDerivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Blackstone Clarus II L.L.C. · CIK 0001762201 · 10% owner

Blackstone Holdings II L.P. · CIK 0001484870 · 10% owner

Blackstone Holdings I/II GP Inc · CIK 0001464695 · 10% owner

Blackstone Group L.P. · CIK 0001393818 · 10% owner

Blackstone Group Management L.L.C. · CIK 0001404071 · 10% owner

SCHWARZMAN STEPHEN A · CIK 0001070844 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 2,036,025

F1 · price: This amount represents the $23.00 public offering price per share of common stock, par value $0.0001 per share, of NanoString Technologies, Inc. (the "Issuer"), less the underwriting discount of $1.38 per share.

F2 · ownership.nature: These securities are held directly by Clarus Lifesciences II, L.P. ("Clarus II"). Clarus Ventures II GP, L.P. ("Clarus II GP") is the sole general partner of Clarus II. Blackstone Clarus II L.L.C. is the sole general partner of Clarus GP. The sole member of Blackstone Clarus II L.L.C. is Blackstone Holdings II L.P. The sole general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The controlling shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The sole general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

F3 · ownership.nature: Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

F4 · ownership.nature: Each of the Reporting Persons (other than Clarus II) disclaims beneficial ownership of the securities held by Clarus II, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than Clarus II) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

SEC source: 0001401708-18-000122 · wf-form4_153738995447289.xml · derivative · entry 3

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 162,408 shares

Expires 2018-11-01

F1 · derivative.underlying_shares: Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.

F2 · derivative.underlying_shares: Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

SEC source: 0001401708-18-000122 · wf-form4_153738995447289.xml · nonDerivative · entry 2

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,036,025

F3 · kind: On September 17, 2018, the Reporting Person exercised warrants to purchase 162,408 shares of the Company's common stock for $8.448 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Company's withholding of 85,823 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 76,585 shares.

F4 · shares: Pursuant to the terms of a Lock-up Agreement executed by Nicholas Galakatos, a member of the board of directors, in favor of the underwriters of the Company's public offering in July 2018 (the "Lock-up"), the Company withheld the number of shares set forth above pursuant to a net settlement permitted under the terms of the Lock-up. No shares were sold by the Reporting Person in connection with the exercise and the common shares issued as a result of the exercise are subject to the terms of the Lock-up.

F1 · balance_after: Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.

F2 · balance_after: Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

SEC source: 0001401708-18-000122 · wf-form4_153738995447289.xml · nonDerivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,121,848

F1 · balance_after: Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.

F2 · balance_after: Each of Messrs. Galakatos, Henner, Liptak, Simon and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

SEC source: 0001401708-18-000009 · wf-form4_151502149917516.xml · derivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 10,168

Underlying: Common Stock · 10,168 shares

Expires 2027-12-31

F1 · derivative.exercise_date: 100% of the shares subject to the Option vest on the one year anniversary of January 1, 2018. The vesting of shares subject to the Option will accelerate in full upon a "change in control" as defined in the 2013 Equity Incentive Plan.

F2 · ownership.nature: These shares were awarded to Nicholas Galakatos, a member of the board of directors of the Issuer and an affiliate of the Reporting Persons. In accordance with the internal policies of Clarus Ventures, the options received by Dr. Galakatos must be held for the benefit of Clarus Ventures and its affiliates.

F3 · ownership.nature: Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.

F4 · ownership.nature: Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.

SEC source: 0001140361-17-038920 · doc1.xml · derivative · entry 4

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

GALAKATOS NICHOLAS · CIK 0001252522 · 10% owner

Simon Nicholas · CIK 0001431403 · 10% owner

WHEELER KURT · CIK 0001252525 · 10% owner

HENNER DENNIS · CIK 0001249153 · 10% owner

LIPTAK ROBERT · CIK 0001252523 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 180,881 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · reported_value: The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

F4 · price: The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

F4 · derivative.exercise_date: The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

F4 · derivative.expiration_date: The amount reported in column 5 is the principal amount of Reporting Person's Convertible Promissory Note (the "Note"). The outstanding principal and accrued interest of the Note automatically converted into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the Issuer's IPO upon the closing of the IPO.

F2 · ownership.direct: The shares are directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

SEC source: 0001140361-17-038920 · doc1.xml · derivative · entry 3

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

GALAKATOS NICHOLAS · CIK 0001252522 · 10% owner

Simon Nicholas · CIK 0001431403 · 10% owner

WHEELER KURT · CIK 0001252525 · 10% owner

HENNER DENNIS · CIK 0001249153 · 10% owner

LIPTAK ROBERT · CIK 0001252523 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 3,389,105 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

F1 · price: The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

F1 · derivative.exercise_date: The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

F3 · derivative.expiration_date: The expiration date is not relevant to the conversion of these securities.

F2 · ownership.direct: The shares are directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

SEC source: 0001140361-17-038920 · doc1.xml · nonDerivative · entry 2

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

GALAKATOS NICHOLAS · CIK 0001252522 · 10% owner

Simon Nicholas · CIK 0001431403 · 10% owner

WHEELER KURT · CIK 0001252525 · 10% owner

HENNER DENNIS · CIK 0001249153 · 10% owner

LIPTAK ROBERT · CIK 0001252523 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,569,986

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · ownership.direct: The shares are directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

SEC source: 0001140361-17-038920 · doc1.xml · nonDerivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

GALAKATOS NICHOLAS · CIK 0001252522 · 10% owner

Simon Nicholas · CIK 0001431403 · 10% owner

WHEELER KURT · CIK 0001252525 · 10% owner

HENNER DENNIS · CIK 0001249153 · 10% owner

LIPTAK ROBERT · CIK 0001252523 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,389,105

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: The shares of the Issuer's Preferred Stock automatically converted into shares of the Issuer's Common Stock, for no additional consideration, on a 1:1 basis immediately prior to the consummation of the Issuer's Initial Public Offering (the "IPO").

F2 · ownership.direct: The shares are directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

SEC source: 0001140361-17-038670 · doc1.xml · derivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Simon Nicholas · CIK 0001431403 · 10% owner

LIPTAK ROBERT · CIK 0001252523 · 10% owner

GALAKATOS NICHOLAS · CIK 0001252522 · 10% owner

HENNER DENNIS · CIK 0001249153 · 10% owner

WHEELER KURT · CIK 0001252525 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires not disclosed

F1 · kind: The securities were originally acquired from the Issuer on September 6, 2017; however, the conversion price was set upon the pricing of the Issuer's Initial Public Offering (the "IPO").

F2 · reported_value: The amount reported represents the principal amount of the Reporting Person's Convertible Promissory Note (the "Note") only. Accrued interest of 5% per year based on the actual number of days outstanding through the conversion date will also convert.

F2 · price: The amount reported represents the principal amount of the Reporting Person's Convertible Promissory Note (the "Note") only. Accrued interest of 5% per year based on the actual number of days outstanding through the conversion date will also convert.

F3 · derivative.exercise_date: The outstanding principal and accrued interest of the Note automatically converts into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the IPO upon the closing of the IPO; if not so converted, the Note has a maturity date of September 6, 2018, at which time it will automatically convert into shares of the Issuer's capital stock.

F3 · derivative.expiration_date: The outstanding principal and accrued interest of the Note automatically converts into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the IPO upon the closing of the IPO; if not so converted, the Note has a maturity date of September 6, 2018, at which time it will automatically convert into shares of the Issuer's capital stock.

F3 · derivative.underlying_shares: The outstanding principal and accrued interest of the Note automatically converts into shares of the Issuer's Common Stock at the price per share available to the public as set forth in the final prospectus related to the IPO upon the closing of the IPO; if not so converted, the Note has a maturity date of September 6, 2018, at which time it will automatically convert into shares of the Issuer's capital stock.

F2 · valueOwnedAfter: The amount reported represents the principal amount of the Reporting Person's Convertible Promissory Note (the "Note") only. Accrued interest of 5% per year based on the actual number of days outstanding through the conversion date will also convert.

F4 · ownership.direct: The convertible promissory note is directly held by Clarus Lifesciences II, L.P. ("Clarus"). Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus, may be deemed to beneficially own certain of the shares held by Clarus. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held by Clarus. Each of he GPLP and the GPLLC disclaim beneficial ownership of all shares held by Clarus in which it does not have an actual pecuniary interest.

SEC source: 0001209191-17-001614 · doc4.xml · derivative · entry 1

Clarus Lifesciences II, L.P. · CIK 0001431443 · 10% owner

Clarus Ventures II GP, L.P. · CIK 0001431439 · 10% owner

Clarus Ventures II, LLC · CIK 0001431437 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 8,611

Underlying: Common Stock · 8,611 shares

Expires 2026-12-31

F1 · derivative.exercise_date: 100% of the shares subject to the Option vest on the one year anniversary of January 1, 2017. The vesting of shares subject to the Option will accelerate in full upon a "change in control" as defined in the 2013 Equity Incentive Plan.

F2 · ownership.nature: These shares were awarded to Nicholas Galakatos, a member of the board of directors of the Issuer and an affiliate of the Reporting Persons. In accordance with the internal policies of Clarus Ventures, the options received by Dr. Galakatos must be held for the benefit of Clarus Ventures and its affiliates.

F3 · ownership.nature: Clarus Ventures II GP, L.P. (the "GPLP"), as the sole general partner of Clarus Lifesciences II, L.P. ("Clarus"), may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLP disclaims beneficial ownership of all shares held of record by Clarus in which the GPLP does not have an actual pecuniary interest. Clarus Ventures II, LLC (the "GPLLC"), as the sole general partner of the GPLP, may be deemed to beneficially own certain of the shares held of record by Clarus. The GPLLC disclaims beneficial ownership of all shares held of record by Clarus in which it does not have an actual pecuniary interest. Each of Nicholas Galakatos, a member of the board of directors, and Messrs. Henner, Liptak, Simon, Steinmetz and Wheeler, as individual Managing Directors of the GPLLC, may be deemed to beneficially own certain of the shares held of record by Clarus.

F4 · ownership.nature: Each of Messrs. Galakatos, Henner, Liptak, Simon, Steinmetz and Wheeler disclaims beneficial ownership of all shares held of record by Clarus in which he does not have an actual pecuniary interest.