0001638599-16-000828.txt : 20160505 0001638599-16-000828.hdr.sgml : 20160505 20160505170700 ACCESSION NUMBER: 0001638599-16-000828 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 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: BAKER FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161624857 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER BROS. ADVISORS LP CENTRAL INDEX KEY: 0001263508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161624858 BUSINESS ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: 2123395600 MAIL ADDRESS: STREET 1: 667 MADISON AVE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 FORMER NAME: FORMER CONFORMED NAME: BAKER BROS ADVISORS LLC DATE OF NAME CHANGE: 20030911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Baker Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161624859 BUSINESS ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 BUSINESS PHONE: (212)339-5600 MAIL ADDRESS: STREET 1: 667 MADISON AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAKER JULIAN CENTRAL INDEX KEY: 0001087939 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161624860 MAIL ADDRESS: STREET 1: BAKER BROTHERS ADVISORS STREET 2: 667 MADISON AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10065 3 1 doc3_3921.xml PRIMARY DOCUMENT X0206 3 2016-05-05 0 0001652130 Intellia Therapeutics, Inc. NTLA 0001263508 BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 1 0 0001580575 Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK NY New York 0 0 1 0 Series B Preferred Stock 0 Common Stock 65437 I See Footnotes Series B Preferred Stock 0 Common Stock 796683 I See Footnotes These securities consist of Series B Preferred Stock ("Series B Preferred") of Intellia Therapeutics, Inc. (the "Issuer") which are convertible into the Issuer's common stock on a 1 for 0.6465903 basis (the "Conversion Ratio") at any time at the election of the holder and will automatically convert into common stock of the Issuer at the Conversion Ratio into the number of shares of the Issuer's common stock shown in column 3 without payment or further consideration upon closing of the initial public offering of the Issuer. The Series B Preferred have no expiration date. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Biotech Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 101,204 shares of Series B Preferred held directly by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. As a result of Felix J. Baker's and Julian C. Baker's ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Felix J. Baker and Julian C. Baker may be deemed to have an indirect pecuniary interest in 1,232,130 shares of Series B Preferred held directly by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with "667", the "Funds") a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose. BAKER BROS. ADVISORS LP Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2016-05-05 /s/ Felix J. Baker 2016-05-05 /s/ Julian C. Baker 2016-05-05 BAKER BROS. ADVISORS (GP) LLC Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2016-05-05