SEC Form 4/A · accession 0001104659-16-163806
CRISPR Therapeutics AG · CRSP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
Versant Venture Capital IV, L.P.
10% Owner
Versant Side Fund IV, L.P.
10% Owner
Versant Affiliates Fund V, L.P.
10% Owner
Versant Venture Capital V, L.P.
10% Owner
Period of report
Oct 24, 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 StockF2 | Oct 24, 2016 | C | 437,247 | — | A | 676,895 | I | Footnote |
| Common StockF2 | Oct 24, 2016 | C | 3,100,477 | — | A | 3,777,372 | I | Footnote |
| Common StockF2 | Oct 24, 2016 | C | 231,077 | — | A | 4,008,449 | I | Footnote |
| Common StockF2 | Oct 24, 2016 | P | 95,596 | $14.00 | A | 4,104,045 | I | Footnote |
| Common StockF2,F3 | Oct 24, 2016 | C | 2,754 | — | A | 2,754 | I | Footnote |
| Common StockF2,F3 | Oct 24, 2016 | C | 19,524 | — | A | 22,278 | I | Footnote |
| Common StockF2,F3 | Oct 24, 2016 | C | 1,454 | — | A | 23,732 | I | Footnote |
| Common StockF3 | Oct 24, 2016 | P | 602 | $14.00 | A | 24,334 | I | Footnote |
| Common StockF2,F4 | Oct 24, 2016 | C | 2,210,417 | — | A | 2,210,417 | I | Footnote |
| Common StockF2,F4 | Oct 24, 2016 | C | 173,167 | — | A | 2,383,584 | I | Footnote |
| Common StockF4 | Oct 24, 2016 | P | 60,219 | $14.00 | A | 2,443,803 | I | Footnote |
| Common StockF2,F5 | Oct 24, 2016 | C | 66,490 | — | A | 66,490 | I | Footnote |
| Common StockF2,F5 | Oct 24, 2016 | C | 5,210 | — | A | 71,700 | I | Footnote |
| Common StockF2,F6 | Oct 24, 2016 | C | 168,224 | — | A | 168,224 | I | Footnote |
| Common StockF2,F6 | Oct 24, 2016 | C | 13,180 | — | A | 181,404 | I | Footnote |
| Common StockF6 | Oct 24, 2016 | P | 4,583 | $14.00 | A | 185,987 | I | Footnote |
| Common StockF2,F7 | Oct 24, 2016 | C | 73,704 | — | A | 73,704 | I | Footnote |
| Common StockF2,F7 | Oct 24, 2016 | C | 5,774 | — | A | 79,478 | I | Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A-1 Preferred SharesF1,F2 | — | Oct 24, 2016 | C | 437,247 | D | — | — | Common Stock | 437,247 | 0 | I |
| Series A-1 Preferred SharesF1,F3 | — | Oct 24, 2016 | C | 2,754 | D | — | — | Common Stock | 2,754 | 0 | I |
| Series A-2 Preferred SharesF1,F2 | — | Oct 24, 2016 | C | 3,100,477 | D | — | — | Common Stock | 3,100,477 | 0 | I |
| Series A-2 Preferred SharesF1,F3 | — | Oct 24, 2016 | C | 19,524 | D | — | — | Common Stock | 19,524 | 0 | I |
| Series A-3 Preferred SharesF1,F4 | — | Oct 24, 2016 | C | 2,210,417 | D | — | — | Common Stock | 2,210,417 | 0 | I |
| Series A-3 Preferred SharesF1,F5 | — | Oct 24, 2016 | C | 66,490 | D | — | — | Common Stock | 66,490 | 0 | I |
| Series A-3 Preferred SharesF1,F6 | — | Oct 24, 2016 | C | 168,224 | D | — | — | Common Stock | 168,224 | 0 | I |
| Series A-3 Preferred SharesF1,F7 | — | Oct 24, 2016 | C | 73,704 | D | — | — | Common Stock | 73,704 | 0 | I |
| Series B Preferred SharesF1,F2 | — | Oct 24, 2016 | C | 231,077 | D | — | — | Common Stock | 231,077 | 0 | I |
| Series B Preferred SharesF1,F3 | — | Oct 24, 2016 | C | 1,454 | D | — | — | Common Stock | 1,454 | 0 | I |
| Series B Preferred SharesF1,F4 | — | Oct 24, 2016 | C | 173,167 | D | — | — | Common Stock | 173,167 | 0 | I |
| Series B Preferred SharesF1,F5 | — | Oct 24, 2016 | C | 5,210 | D | — | — | Common Stock | 5,210 | 0 | I |
| Series B Preferred SharesF1,F6 | — | Oct 24, 2016 | C | 13,180 | D | — | — | Common Stock | 13,180 | 0 | I |
| Series B Preferred SharesF1,F7 | — | Oct 24, 2016 | C | 5,774 | D | — | — | Common Stock | 5,774 | 0 | I |
Explanation of responses
- F1Each 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.
- F2These 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, however, VV IV disclaims beneficial ownership of the securities held by VVC IV, except to the extent of its pecuniary interests therein.
- F3These 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, however, VV IV disclaims beneficial ownership of the securities held by VSF IV, except to the extent of its pecuniary interests therein.
- F4These 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, however, VV V disclaims beneficial ownership of the securities held by VVC V, except to the extent of its pecuniary interests therein.
- F5These 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, however, VV V disclaims beneficial ownership of the securities held by VAF V, except to the extent of its pecuniary interests therein.
- F6These 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, however, each disclaim beneficial ownership of the securities held by VVC CAN, except to the extent of their pecuniary interests therein.
- F7These 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, however, VV V disclaims beneficial ownership of the securities held by VOA, except to the extent of its pecuniary interests therein.
Remarks
This amendment is being filed solely to report the conversion of preferred stock into common stock that occurred upon the closing of the Issuer's initial public offering (the "IPO") on October 24, 2016, which conversion was inadvertently omitted from the original Form 4 filed on October 26, 2016, and to correct the transaction code for the purchases in the IPO, which was previously reported as "A," and not to report any other transactions in securities of the Issuer.