| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Intellia Therapeutics, Inc. [ NTLA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/11/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 05/11/2016 | C | 490,527(1) | A | (1) | 490,527 | I | Held by TLS Beta Pte. Ltd.(2) | ||
| Common Stock | 05/11/2016 | P | 300,000 | A | $18 | 790,527(3) | I | See footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series B Preferred Stock | (1) | 05/11/2016 | C | 490,527 | (1) | (4) | Common Stock | 490,527 | $0.00 | 0 | I | Held by TLS Beta Pte. Ltd(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. In connection with the closing of the Issuer's initial public offering of Common Stock on May 11, 2016, each share of Series B Preferred Stock automatically converted into 0.6465903 of a share of Common Stock without payment or further consideration. |
| 2. TLS Beta Pte. Ltd. is a wholly-owned subsidiary of Temasek Life Sciences Private Limited, which in turn is a wholly-owned subsidiary of Fullerton Management Pte Ltd, which in turn is a wholly-owned subsidiary of Temasek Holdings (Private) Limited. Accordingly, each of Temasek Life Sciences Private Limited, Fullerton Management Pte Ltd and Temasek Holdings (Private) Limited, through the ownership described herein, may be deemed to beneficially own the shares of Common Stock owned by TLS Beta Pte. Ltd. |
| 3. Includes 490,527 shares held by TLS Beta Pte. Ltd. and 300,000 shares held by Evans Investments Pte. Ltd. Evans Investments Pte. Ltd. is a wholly-owned subsidiary of Temasek Capital (Private) Limited, which in turn is a wholly-owned subsidiary of Temasek Holdings (Private) Limited. Accordingly, Temasek Holdings (Private) Limited, through the ownership described herein, may be deemed to beneficially own the shares of Common Stock owned by TLS Beta Pte. Ltd. and Evans Investments Pte. Ltd. |
| 4. None. |
| Remarks: |
| TEMASEK HOLDINGS (PRIVATE) LIMITED, By: /s/ Christina Choo in her capacity as Authorised Signatory of Temasek Holdings (Private) Limited | 05/13/2016 | |
| FULLERTON MANAGEMENT PTE LTD, By: /s/ Cheong Kok Tim in his capacity as Director of Fullerton Management Pte Ltd | 05/13/2016 | |
| TEMASEK LIFE SCIENCES PRIVATE LIMITED, By: /s/ Lim Siew Lee Sherlyn in her capacity as Director of Temasek Life Sciences Private Limited | 05/13/2016 | |
| TLS BETA PTE. LTD., By: /s/ Christina Choo in her capacity as Director of TLS Beta Pte. Ltd. | 05/13/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||