0001638599-16-000863.txt : 20160511 0001638599-16-000863.hdr.sgml : 20160511 20160511162553 ACCESSION NUMBER: 0001638599-16-000863 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160511 FILED AS OF DATE: 20160511 DATE AS OF CHANGE: 20160511 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 Bros. Advisors (GP) LLC CENTRAL INDEX KEY: 0001580575 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161640215 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161640216 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 FELIX CENTRAL INDEX KEY: 0001087940 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161640217 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37766 FILM NUMBER: 161640218 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 4 1 doc4_3927.xml PRIMARY DOCUMENT X0306 4 2016-05-11 1 0001652130 Intellia Therapeutics, Inc. NTLA 0001263508 BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 0 1 Former 10% owner 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 0 1 Former 10% owner 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY 10065 0 0 0 1 Former 10% owner 0001580575 Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK NY New York 0 0 0 1 Former 10% owner Common Stock 2016-05-11 4 C 0 65437 0 A 65437 I See Footnotes Common Stock 2016-05-11 4 C 0 796683 0 A 796683 I See Footnotes Common Stock 2016-05-11 4 P 0 20469 18.0000 A 85906 I See Footnotes Common Stock 2016-05-11 4 P 0 179531 18.0000 A 976214 I See Footnotes Series B Preferred Stock 0 2016-05-11 4 C 0 101204 0 D Common Stock 65437 0 I See Footnotes Series B Preferred Stock 0 2016-05-11 4 C 0 1232130 0 D Common Stock 796683 0 I See Footnotes Represents shares of common stock of Intellia Therapeutics, Inc. (the "Issuer") received upon conversion of shares of the Issuer's Series B Preferred Stock ("Series B Preferred") which automatically convert into common stock of the Issuer on a 1 for 0.6465903 basis (the "Conversion Ratio") without consideration upon the closing of the initial public offering of the Issuer. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held 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. After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held 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. On May 11, 2016, 667 and Life Sciences purchased 20,469 and 179,531 shares of common stock of the Issuer at a price of $18.00 per share, respectively, pursuant to an underwritten public offering. Effective upon the closing of the Issuer's initial public offering, the Series B Preferred shares of the Issuer were converted at the Conversion Ratio without consideration into the number of common shares of the Issuer shown in Column 7. The Series B Preferred shares did not have an expiration date and were convertible at any time, at the holder's election, into common shares of the Issuer. Pursuant to Instruction 4(c)(iii), this response has been left blank. 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 2016-05-11 /s/ Felix J. Baker 2016-05-11 /s/ Julian C. Baker 2016-05-11 BAKER BROS. ADVISORS (GP) LLC Name: Scott L Lessing Title: President /s/ Scott L. Lessing 2016-05-11