Please wait

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE INVESTORS, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/31/2007	3. Issuer Name and Ticker or Trading Symbol NANOSPHERE INC [ NSPH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Convertible Preferred Stock	(1)	(2)	Common Stock	1,928,180(3)	(2)	I	See Footnotes(7)(8)
Series D Convertible Preferred Stock Purchase Warrant	(4)	04/12/2011	Common Stock(5)	338,276(3)	$10.94(6)	I	See Footnotes(8)(9)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE INVESTORS, LLC (Last) (First) (Middle) 111 HUNTINGTON AVENUE 31ST FLOOR (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE FUND 2005, L.P. (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BAIN CAPITAL VENTURE PARTNERS 2005, L.P. (Last) (First) (Middle) 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* KRUPKA MICHAEL A (Last) (First) (Middle) C/O BAIN CAPITAL VENTURE PARTNERS, LLC 111 HUNTINGTON AVENUE (Street) BOSTON MA 02199 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares will automatically convert into common stock upon the closing of the Issuer's initial public offering.

2. N/A

3. The number of shares reported reflect a 1-for-25 stock split in connection with the Issuer's initial public offering which is effective as of the date hereof.

4. This warrant is immediately exercisable.

5. This warrant will automatically convert into a warrant to purchase shares of common stock upon the closing of the Issuer's initial public offering.

6. The exercise price of the Series D Convertible Preferred Stock Purchase Warrant is $10.94 until April 12, 2008. Beginning April 12, 2008 and ending on April 12, 2009 the exercise price of the Series D Convertible Preferred Stock Purchase Warrant is $13.13. Beginning April 12, 2009 and ending on April 12, 2010 the exercise price of the Series D Convertible Preferred Stock Purchase is $15.31. Beginning April 12, 2010 and ending on April 12, 2011 the exercise price of the Series D Convertible Preferred Stock Purchase is $17.50.

7. Includes 1,683,488 shares of Common Stock underlying the Series D Convertible Preferred Stock held by Bain Capital Venture Fund 2005, L.P. ("Fund 2005"), 239,439 shares of Common Stock underlying the Series D Convertible Preferred Stock held by BCIP Associates III, LLC ("BCIP III LLC") and 5,253 shares of Common Stock underlying the Series D Convertible Preferred Stock held by BCIP Associates III-B, LLC ("BCIP III-B LLC").

8. Mr. Michael A. Krupka is the managing member and a Managing Director of Bain Capital Venture Investors, LLC ("BCVI"). BCVI is the general partner of Bain Capital Venture Partners 2005, L.P. ("BCVP") which is the general partner of Fund 2005. BCVI is also attorney-in-fact for Bain Capital Investors, LLC ("BCILLC"), which is the managing partner of each of BCIP Associates III and BCIP Associates III-B. BCIP Associates III is the sole member of BCIP III LLC and BCIP Associates III-B is the sole member of BCIP III-B LLC. By virtue of these relationships, Mr. Krupka, BCVI and BCVP may each be deemed to beneficially own the shares held by Fund 2005, and Mr. Krupka, BCVI and BCILLC may each be deemed to beneficially own the securities held by each of BCIP III LLC and BCIP III-B LLC. Mr. Krupka, BCVI, BCVP and BCILLC disclaim beneficial ownership of these securities except to the extent of their pecuniary interest therein.

9. Includes 295,348 shares of Common Stock underlying the Series D Convertible Preferred Stock Purchase Warrant held by Fund 2005, 42,007 shares of Common Stock underlying the Series D Convertible Preferred Stock Purchase Warrant held by BCIP III LLC and 921 shares of Common Stock underlying the Series D Convertible Preferred Stock Purchase Warrant held by BCIP III-B LLC.

	/s/ James J. Nahirny	10/31/2007
	** 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 5 (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.