0001209191-16-117932.txt : 20160505 0001209191-16-117932.hdr.sgml : 20160505 20160505183304 ACCESSION NUMBER: 0001209191-16-117932 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160505 FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Intellia Therapeutics, Inc. CENTRAL INDEX KEY: 0001652130 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 364785571 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 130 BROOKLINE STREET STREET 2: SUITE 201 CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 857-285-6200 MAIL ADDRESS: STREET 1: 130 BROOKLINE STREET STREET 2: SUITE 201 CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tananbaum James B. CENTRAL INDEX KEY: 0001581754 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161625421 MAIL ADDRESS: STREET 1: 3052 PACIFIC AVENUE CITY: SAN FRANCISCO STATE: CA ZIP: 94115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foresite Capital Fund III, L.P. CENTRAL INDEX KEY: 0001645158 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161625422 BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Foresite Capital Management III, LLC CENTRAL INDEX KEY: 0001645157 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161625423 BUSINESS ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-877-4887 MAIL ADDRESS: STREET 1: 101 CALIFORNIA STREET, SUITE 4100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-05 0 0001652130 Intellia Therapeutics, Inc. NTLA 0001645157 Foresite Capital Management III, LLC 101 CALIFORNIA STREET; SUITE 4100 SAN FRANCISCO CA 94111 0 0 1 0 0001645158 Foresite Capital Fund III, L.P. 101 CALIFORNIA STREET; SUITE 4100 SAN FRANCISCO CA 94111 0 0 1 0 0001581754 Tananbaum James B. 101 CALIFORNIA STREET; SUITE 4100 SAN FRANCISCO CA 94111 0 0 1 0 Series B Preferred Stock Common Stock 613688 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 Reporting Person 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. Shares are owned directly by Foresite Capital Fund III, L.P. ("FCF III"). Foresite Capital Management III, LLC ("FCM III"), the general partner of FCF III, may be deemed to have the sole voting and dispositive power over these shares. James Tananbaum ("Mr. Tananbaum"), in his capacity as managing member of FCM III, may be deemed to have the sole voting and dispositive power over these shares. Each Reporting Person disclaims the existence of a "group." Each of FCM III and its members and Mr. Tananbaum disclaims beneficial ownership of any of these shares except to the extent of any pecuniary interest therein, and the filing of this report is not an admission that FCM III and its members or Mr. Tananbaum is the beneficial owner of these shares for purposes of Section 16 or any other purpose. FORESITE CAPITAL MANAGEMENT III, LLC, By: /s/ Dennis D. Ryan, Chief Financial Officer 2016-05-05 FORESITE CAPITAL FUND III, L.P., By: Foresite Capital Management III, LLC, Its General Partner, By: /s/ Dennis D. Ryan, Chief Financial Officer 2016-05-05 /s/ James B. Tananbaum 2016-05-05 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT

                                                                 Exhibit 99.1

Pursuant to General Instruction number 5(b)(v) to Form 3, the following
additional reporting persons are covered by this joint filing:

Name:   Foresite Capital Fund III, L.P.
        James B. Tananbaum

        Address:   Foresite Capital
                   101 California Street
                   Suite 4100
                   San Francisco, CA  94111

Designated Filer:                 Foresite Capital Management III, LLC

Issuer and Ticker Symbol:         Intellia Therapeutics, Inc. (NTLA)

Date of Event Requiring Statement:	May 5, 2016


Each of the following is a Joint Filer with Foresite Capital Management III,
LLC("FCM III") and may be deemed to share indirect beneficial ownership in the
securities set forth on the attached Form 3:

FCM III is the general partner of Foresite Capital Fund III, L.P. ("FCF III").
As such, FCM III possesses sole voting and investment control over the shares
owned by FCF III, and may be deemed to have indirect beneficial ownership of the
securities held by FCF III, however, owns no shares of the Issuer directly.  Mr.
Tananbaum is the managing member of FCM III and in his capacity as such, may be
deemed to exercise shared voting, investment and dispositive power over the
shares held by FCF III.  Each Reporting Person disclaims beneficial ownership of
the shares held by FCF III except to the extent of his or its proportionate
pecuniary interest therein.  The filing of this statement shall not be deemed an
admission that, for purposes of Section 16 of the Securities Exchange Act of
1934, or otherwise, any of the Reporting Persons are the beneficial owners of
all of the equity securities covered by this statement.

Each of the Reporting Persons listed above hereby designates FCM III as its
designated filer of Forms 3, 4 and 5 in accordance with Section 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder.


FORESITE CAPITAL MANAGEMENT III, LLC

By:     /s/ Dennis D. Ryan
        --------------------------------
        Dennis D. Ryan
        Chief Financial Officer


FORESITE CAPITAL FUND III, L.P

By:     Foresite Capital Management III, LLC
        Its General Partner

By:     /s/ Dennis D. Ryan
        --------------------------------
        Dennis D. Ryan
        Chief Financial Officer


  /s/ James B. Tananbaum
----------------------------------------
James B. Tananbaum