SEC Form 4 · accession 0001209191-16-119289

Intellia Therapeutics, Inc. · NTLA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Carl L Gordon

Director

Period of report

May 11, 2016

Accepted (ET)

May 11, 2016 · 6:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001652130

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	May 11, 2016	C	1,847,400	—	A	1,847,400	I	See Footnote
Common Stock^F1,F3,F4	May 11, 2016	C	564,780	—	A	2,412,180	I	See Footnote
Common Stock^F2,F3	May 11, 2016	P	191,466	$18.00	A	2,603,646	I	See Footnote
Common Stock^F3,F4	May 11, 2016	P	58,534	$18.00	A	2,662,180	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series B Preferred Stock^F2,F3,F1,F5	—	May 11, 2016	C	2,857,143	D	—	—	Common Stock	1,847,400	0	I
Series B Preferred Stock^F3,F4,F1,F5	—	May 11, 2016	C	873,475	D	—	—	Common Stoc	564,780	0	I

Explanation of responses

F1Each share of Series B Preferred Stock was automatically converted into 0.6465903 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration.
F2These securities are held of record by OrbiMed Private Investments V, LP ("OPI V"). OrbiMed Capital GP V LLC ("GP V") is the sole general partner of OPI V. OrbiMed Advisors LLC ("Advisors") is the managing member of GP V. Samuel D. Isaly ("Isaly"), a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, GP V, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OPI V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.
F3Each of GP V, OGH GP, Advisors, Isaly and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
F4These securities are held of record by OrbiMed Global Healthcare Master Fund L.P. ("OGH"). OrbiMed Global Healthcare GP LLC ("OGH GP") is the sole general partner of OGH. Advisors is the managing member of OGH GP. Isaly, a natural person, is the managing member of and owner of a controlling interest in Advisors. By virtue of such relationships, OGH GP, Advisors and Isaly may be deemed to have voting and investment power over the securities held by OGH and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.
F5Not applicable.