Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
FONSTAD JENNIFER SCOTT
  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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O DRAPER FISHER JURVETSON, 2882 SAND HILL ROAD, SUITE 150
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2013
(Street)

MENLO PARK, CA 94025
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 07/01/2013   C   364,583 (1) (2) A (1) 364,583 I See footnotes (3) (4)
Common Stock 07/01/2013   C   357,145 (5) (6) A (5) 721,728 I See footnotes (3) (4)
Common Stock 07/01/2013   C   514,916 (7) (8) A (7) 1,236,644 I See footnotes (3) (4)
Common Stock 07/01/2013   C   446,504 (7) (9) A (7) 1,683,149 I See footnotes (3) (4)
Common Stock 07/01/2013   C   81,566 (7) (10) A (7) 1,764,714 I See footnotes (3) (4)
Common Stock 07/01/2013   A   10,000 (11) A $ 10 1,774,714 I See footnotes (3) (4)
Common Stock 07/01/2013   A   3,000 A $ 10 3,000 D  

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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 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
Series A Preferred Stock (1) 07/01/2013   C     364,583 (1) (2)   (1)   (1) Common Stock 364,583 (1) 0 I See footnotes (3) (4)
Series B Preferred Stock (5) 07/01/2013   C     357,145 (5) (6)   (5)   (5) Common Stock 357,145 (5) 0 I See footnotes (3) (4)
Series C Preferred Stock (7) 07/01/2013   C     514,916 (7) (8)   (7)   (7) Common Stock 514,916 (7) 0 I See footnotes (3) (4)
Series D Preferred Stock (7) 07/01/2013   C     446,504 (7) (9)   (7)   (7) Common Stock 446,504 (7) 0 I See footnotes (3) (4)
Series E Preferred Stock (7) 07/01/2013   C     81,566 (7) (10)   (7)   (7) Common Stock 81,566 (7) 0 I See footnotes (3) (4)
Series D Preferred Warrant (Right to Buy) $ 8.45 07/01/2013   C     89,296 (12) (13)   (12) 11/01/2018 Common Stock 89,296 $ 8.45 0 I See footnotes (3) (4)
Common Stock Warrant (Right to Buy) $ 8.45 07/01/2013   C   89,296 (12) (13)     (12) 11/01/2018 Common Stock 89,296 $ 8.45 89,296 I See footnotes (3) (4)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
FONSTAD JENNIFER SCOTT
C/O DRAPER FISHER JURVETSON
2882 SAND HILL ROAD, SUITE 150
MENLO PARK, CA 94025
  X   X    

Signatures

 /s/ Barbara Mery, Attorney-in-fact   07/01/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Reflects the automatic conversion of each share of Series A Preferred Stock into 1.4030303030303 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(2) 9,480 of these shares are owned by Draper Assocaites, L.P., 349,999 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 5,104 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(3) Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson are Managing Directors of the general partner entities of Draper Fisher Jurvetson Fund VII, L.P. ("Fund VII") that directly hold shares and as such, they may be deemed to have voting and investment power with respect to such shares. Draper Fisher Jurvetson Partners VII, LLC ("Partners VII") invests lockstep alongside Fund VII. The Managing Partners of Partners VII are Timothy C. Draper, John H.N. Fisher and Steven T. Jurvetson. Draper Associates, L.P. ("DALP") invests lockstep alongside Fund VII. The General Partners of DALP is Draper Associates, Inc. which is controlled by its President and majority shareholder, Timothy C. Draper. Draper Associates Riskmasters Fund, LLC ("DARF") and Draper Associates Riskmasters Fund II, LLC ("DARF II") invest lockstep alongside Fund VII, instead and in place of DALP beginning June 2010. The Managing Member of DARF and DARF II is Timothy C. Draper.
(4) These individuals disclaim beneficial ownership with respect to such shares except to the extent of their pecuniary interest therein.
(5) Reflects the automatic conversion of each share of Series B Preferred Stock into 1.55942857142857 shares of Common Stock to occur upon the closing of the Issuer's initial public offering. Each share had no expiration date.
(6) 9,286 of these shares are owned by Draper Associates, L.P., 342,858 shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 5,001 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(7) The Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock converted into Common Stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and had no expiration date.
(8) 13,388 of these shares are owned by Draper Associates, L.P., 494,319 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 7,209 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(9) 9,621 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 1,989 of these shares are owned by Draper Associates Riskmasters Fund, LLC, 428,643 of the shares are owned by Draper Fisher Jurvetson Fund II, L.P., and 6,251 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(10) 2,121 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 78,303 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 1,142 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.
(11) 9,600 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., 140 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC, and 260 of these shares are owned by Draper Associates Riskmasters Fund II, LLC.
(12) Reflects the automatic conversion of each share of Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock into one share of Common Stock to occur upon the closing of the Issuer's initial public offering.
(13) 396 of these shares are owned by Draper Associates Riskmasters Fund, LLC, 1,923 of these shares are owned by Draper Associates Riskmasters Fund II, LLC, 85,728 of these shares are owned by Draper Fisher Jurvetson Fund VII, L.P., and 1,249 of these shares are owned by Draper Fisher Jurvetson Partners VII, LLC.

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