X0206 3 2016-05-05 0 0001652130 Intellia Therapeutics, Inc. NTLA 0001055951 ORBIMED ADVISORS LLC 601 LEXINGTON AVENUE; 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001615374 OrbiMed Capital GP V LLC 601 LEXINGTON AVENUE; 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001673892 OrbiMed Global Healthcare GP LLC 601 LEXINGTON AVENUE; 54TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055949 ISALY SAMUEL D 601 LEXINGTON AVENUE; 54TH FLOOR NEW YORK NY 10022 0 0 1 0 Series B Preferred Stock Common Stock 1847400 I See Footnote Series B Preferred Stock Common Stock 564780 I See Footnote Each share of Series B Preferred Stock is convertible into 0.6465903 of a share of Common Stock at any time at the election of the holder and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date. These 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. This report on Form 3 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. These 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. /s/ Samuel D. Isaly, for himself and as Managing Member of OrbiMed Advisors LLC, the Managing Member of OrbiMed Capital GP V LLC and OrbiMed Global Healthcare GP LLC 2016-05-05