SEC Form 4 · accession 0001638599-16-000863
Intellia Therapeutics, Inc. · NTLA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 11, 2016
Accepted (ET)
May 11, 2016 · 4:25 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,F7,F8 | May 11, 2016 | C | 65,437 | $0.00 | A | 65,437 | I | See Footnotes |
| Common StockF1,F3,F7,F8 | May 11, 2016 | C | 796,683 | $0.00 | A | 796,683 | I | See Footnotes |
| Common StockF4,F2,F7,F8 | May 11, 2016 | P | 20,469 | $18.00 | A | 85,906 | I | See Footnotes |
| Common StockF4,F3,F7,F8 | May 11, 2016 | P | 179,531 | $18.00 | A | 976,214 | I | See Footnotes |
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 StockF5,F6,F2,F7,F8 | $0.00 | May 11, 2016 | C | 101,204 | D | — | — | Common Stock | 65,437 | 0 | I |
| Series B Preferred StockF5,F6,F3,F7,F8 | $0.00 | May 11, 2016 | C | 1,232,130 | D | — | — | Common Stock | 796,683 | 0 | I |
Explanation of responses
- F1Represents shares of common stock of Intellia Therapeutics, Inc. (the "Issuer") received upon conversion of shares of the Issuer's Series B Preferred Stock ("Series B Preferred") which automatically convert into common stock of the Issuer on a 1 for 0.6465903 basis (the "Conversion Ratio") without consideration upon the closing of the initial public offering of the Issuer.
- F2After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667.
- F3After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences.
- F4On May 11, 2016, 667 and Life Sciences purchased 20,469 and 179,531 shares of common stock of the Issuer at a price of $18.00 per share, respectively, pursuant to an underwritten public offering.
- F5Effective upon the closing of the Issuer's initial public offering, the Series B Preferred shares of the Issuer were converted at the Conversion Ratio without consideration into the number of common shares of the Issuer shown in Column 7. The Series B Preferred shares did not have an expiration date and were convertible at any time, at the holder's election, into common shares of the Issuer.
- F6Pursuant to Instruction 4(c)(iii), this response has been left blank.
- F7Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds.
- F8Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.