SEC Form 4 · accession 0001209191-16-119992
Intellia Therapeutics, Inc. · NTLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Samuel D Isaly
Director
ORBIMED ADVISORS LLC
Director
OrbiMed Capital GP V LLC
Director
OrbiMed Global Healthcare GP LLC
Director
Period of report
May 11, 2016
Accepted (ET)
May 13, 2016 · 4:58 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 StockF1,F2,F3 | May 11, 2016 | C | 1,847,400 | — | A | 1,847,400 | I | See Footnote |
| Common StockF1,F3,F4 | May 11, 2016 | C | 564,780 | — | A | 2,412,180 | I | See Footnote |
| Common StockF2,F3 | May 11, 2016 | P | 191,466 | $18.00 | A | 2,603,646 | I | See Footnote |
| Common StockF3,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 StockF2,F3,F1,F5 | — | May 11, 2016 | C | 2,857,143 | D | — | — | Common Stock | 1,847,400 | 0 | I |
| Series B Preferred StockF3,F4,F1,F5 | — | May 11, 2016 | C | 873,475 | D | — | — | Common Stock | 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.
- F3This report on Form 4 is jointly filed by GP V, OGH GP, Advisors, and Mr. Isaly. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-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. The Reporting Persons have designated a representative, currently Carl L. Gordon, a member of Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons 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.
- F5Not applicable.