SEC Form 4/A · accession 0001209191-16-147161
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 owner
CELGENE CORP
10% Owner
Period of report
Oct 24, 2016
Accepted (ET)
Oct 27, 2016 · 4:45 pm EDT
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 StockF1,F2,F3 | Oct 24, 2016 | C | 4,034,830 | $0.00 | A | 4,034,830 | I | See Explanation of Responses |
| Common StockF2,F3 | Oct 24, 2016 | P | 800,150 | $14.00 | A | 4,834,980 | I | See Explanation of Responses |
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 SharesF1,F2,F3,F4 | $0.00 | Oct 24, 2016 | C | 4,034,830 | D | Oct 24, 2016 | — | Common Shares | 4,034,830 | 0 | I |
Explanation of responses
- F1These securities converted on a one-for-one basis into shares of the Issuer's Common Stock upon the closing of the Issuer's initial public offering.
- F2These securities are held of record by Celgene Alpine Investment Co. III, LLC, an indirectly wholly-owned subsidiary of Celgene Corporation ("Celgene"). Celgene may be deemed to have voting and investment power over these securities and as a result may be deemed to have beneficial ownership over such securities.
- F3Celgene 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 pecuniary interest therein, if any. This report shall not be deemed an admission that Celgene is a beneficial owner of such securities for the purpose of Section 16 and the Exchange Act, or for any other purpose.
- F4These securities were convertible at any time on a one-for-one basis into shares of the Issuer's Common Stock at the holder's election and automatically upon the closing of the Issuer's initial public offering. These securities do not have an expiration date.