SEC Form 4 · accession 0001104659-16-163805

CRISPR Therapeutics AG · CRSP

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

Reporting owner

Thomas Woiwode

Director

Period of report

Oct 18, 2016

Accepted (ET)

Dec 23, 2016 · 6:03 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001674416

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F2,F3	Oct 24, 2016	C	437,247	—	A	676,895	I	See footnote
Common Stock^F2,F3	Oct 24, 2016	C	3,100,477	—	A	3,777,372	I	See footnote
Common Stock^F2,F3	Oct 24, 2016	C	231,077	—	A	4,008,449	I	See footnote
Common Stock^F3	Oct 24, 2016	P	95,596	$14.00	A	4,104,045	I	See footnote
Common Stock^F2,F4	Oct 24, 2016	C	2,754	—	A	2,754	I	See footnote
Common Stock^F2,F4	Oct 24, 2016	C	19,524	—	A	22,278	I	See footnote
Common Stock^F2,F4	Oct 24, 2016	C	1,454	—	A	23,732	I	See footnote
Common Stock^F4	Oct 24, 2016	P	602	$14.00	A	24,334	I	See footnote
Common Stock^F2,F5	Oct 24, 2016	C	2,210,417	—	A	2,210,417	I	See footnote
Common Stock^F2,F5	Oct 24, 2016	C	173,167	—	A	2,383,584	I	See footnote
Common Stock^F5	Oct 24, 2016	P	60,219	$14.00	A	2,443,803	I	See footnote
Common Stock^F2,F6	Oct 24, 2016	C	66,490	—	A	66,490	I	See footnote
Common Stock^F2,F6	Oct 24, 2016	C	5,210	—	A	71,700	I	See footnote
Common Stock^F2,F7	Oct 24, 2016	C	168,224	—	A	168,224	I	See footnote
Common Stock^F2,F7	Oct 24, 2016	C	13,180	—	A	181,404	I	See footnote
Common Stock^F7	Oct 24, 2016	P	4,583	$14.00	A	185,987	I	See footnote
Common Stock^F2,F8	Oct 24, 2016	C	73,704	—	A	73,704	I	See footnote
Common Stock^F2,F8	Oct 24, 2016	C	5,774	—	A	79,478	I	See footnote
Common Stock^F1	holding	—	—		—	684,014	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
Stock Option (Right to Buy)^F9,F10	$14.00	Oct 18, 2016	A	30,000	A	—	Oct 18, 2026	Common Stock	30,000	60,000	I
Series A-1 Preferred Shares^F2,F3	—	Oct 24, 2016	C	437,247	D	—	—	Common Stock	437,247	0	I
Series A-1 Preferred Shares^F2,F4	—	Oct 24, 2016	C	2,754	D	—	—	Common Stock	2,754	0	I
Series A-2 Preferred Shares^F2,F3	—	Oct 24, 2016	C	3,100,477	D	—	—	Common Stock	3,100,477	0	I
Series A-2 Preferred Shares^F2,F4	—	Oct 24, 2016	C	19,524	D	—	—	Common Stock	19,524	0	I
Series A-3 Preferred Shares^F2,F5	—	Oct 24, 2016	C	2,210,417	D	—	—	Common Stock	2,210,417	0	I
Series A-3 Preferred Shares^F2,F6	—	Oct 24, 2016	C	66,490	D	—	—	Common Stock	66,490	0	I
Series A-3 Preferred Shares^F2,F7	—	Oct 24, 2016	C	168,224	D	—	—	Common Stock	168,224	0	I
Series A-3 Preferred Shares^F2,F8	—	Oct 24, 2016	C	73,704	D	—	—	Common Stock	73,704	0	I
Series B Preferred Shares^F2,F3	—	Oct 24, 2016	C	231,077	D	—	—	Common Stock	231,077	0	I
Series B Preferred Shares^F2,F4	—	Oct 24, 2016	C	1,454	D	—	—	Common Stock	1,454	0	I
Series B Preferred Shares^F2,F5	—	Oct 24, 2016	C	173,167	D	—	—	Common Stock	173,167	0	I
Series B Preferred Shares^F2,F6	—	Oct 24, 2016	C	5,210	D	—	—	Common Stock	5,210	0	I
Series B Preferred Shares^F2,F7	—	Oct 24, 2016	C	13,180	D	—	—	Common Stock	13,180	0	I
Series B Preferred Shares^F2,F8	—	Oct 24, 2016	C	5,774	D	—	—	Common Stock	5,774	0	I

Explanation of responses

F1Each of the Reporting Person and Bradley Bolzon are managing members of Versant Venture Management, LLC. One-half of these shares were issued to the Reporting Person and one-half of these shares were issued to Mr. Bolzon, in each case, as compensation for service on the Issuer's board of directors. Pursuant to agreements with Versant Venture Management, LLC, the Reporting Person and Mr. Bolzon are deemed to hold these securities for the benefit of Versant Venture Management, LLC. Accordingly, Versant Venture Management, LLC may be deemed to be the indirect beneficial owner of these securities, and the Reporting Person may be deemed to indirectly beneficial own the securities through his interest in Versant Venture Management, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
F10This option was granted on October 18, 2016 with respect to 30,000 Common Shares with 100% of the shares vesting in 36 equal monthly installments beginning October 31, 2016.
F2Each share of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series B Preferred Stock automatically converted into 1 share of the Issuer's Common Stock in its firm commitment initial public offering pursuant to the Issuer's prospectus (Form 424B4) filed with the Securities and Exchange Commission on October 19, 2016.
F3These securities are held of record by Versant Venture Capital IV, L.P. ("VVC IV"). Versant Ventures IV, LLC ("VV IV") is the sole general partner of VVC IV and may be deemed to have voting and investment power over the securities held by VVC IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV IV and may be deemed to indirectly beneficially own the securities through his interest in VV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
F4These securities are held of record by Versant Side Fund IV, L.P. ("VSF IV"). VV IV is the sole general partner of VSF IV and may be deemed to have voting and investment power over the securities held by VSF IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV IV and may be deemed to indirectly beneficially own the securities through his interest in VV IV. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
F5These securities are held of record by Versant Venture Capital V, L.P. ("VVC V"). Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V and may be deemed to have voting and investment power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and may be deemed to indirectly beneficially own the securities through his interest in VV V. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
F6These securities are held of record by Versant Affiliates Fund V, L.P. ("VAF V"). VV V is the sole general partner of VAF V and may be deemed to have voting and investment power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and may be deemed to indirectly beneficially own the securities through his interest in VV V. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
F7These securities are held of record by Versant Venture Capital V (Canada) LP ("VVC CAN"). Versant Ventures V (Canada) GP-GP, Inc. ("VV V CAN GP") is the sole general partner of Versant Ventures V (Canada), L.P. ("VV V CAN") and VV V CAN is the sole general partner of VVC CAN. VV V CAN GP and VV V CAN may be deemed to have voting and investment power over the securities held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a director of VV V CAN GP and may be deemed to indirectly beneficially own the shares through his interest in VV V CAN GP. The Reporting Person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein, if any.
F8These securities are held of record by Versant Ophthalmic Affiliates Fund I, L.P. ("VOA"). VV V is the sole general partner of VOA and may be deemed to have voting and investment power over the securities held by VOA and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and may be deemed to indirectly beneficially own the securities through his interest in VV V. The Reporting Person disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.
F9The option grant reported hereby was made to Bradley Bolzon as compensation for services on the Issuer's board of directors. One-half of the securities held after the reported transaction, as reported in column 9, are held by the Reporting Person (the grant of which was previously reported by the Reporting Person) and one-half of the reported securities are held by Mr. Bolzon. Pursuant to the agreements described in footnote (1), the Reporting Person and Mr. Bolzon are deemed to hold these securities for the benefit of Versant Venture Management, LLC. Accordingly, Versant Venture Management, LLC may be deemed to be the indirect beneficial owner of these securities, and the Reporting Person may be deemed to indirectly beneficially own the securities through his interest in Versant Venture Management, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

Remarks

This Form 4 is being filed solely to report the grant of an option on October 18, 2016 in which the Reporting Person has an indirect beneficial interest, as well as the conversion of preferred stock into common stock that occurred upon the closing of the Issuer's initial public offering ("IPO") and the purchase of shares in the IPO, in each case on October 24, 2016, and not to report any other transactions in securities of the Issuer.