0001387131-20-006322.txt : 20200710 0001387131-20-006322.hdr.sgml : 20200710 20200710172633 ACCESSION NUMBER: 0001387131-20-006322 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200710 DATE AS OF CHANGE: 20200710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRISPR Therapeutics AG CENTRAL INDEX KEY: 0001674416 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 473173478 STATE OF INCORPORATION: V8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89674 FILM NUMBER: 201023862 BUSINESS ADDRESS: STREET 1: BAARERSTRASSE 14 CITY: ZUG STATE: V8 ZIP: CH-6300 BUSINESS PHONE: 6173154600 MAIL ADDRESS: STREET 1: BAARERSTRASSE 14 CITY: ZUG STATE: V8 ZIP: CH-6300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GLAXOSMITHKLINE PLC CENTRAL INDEX KEY: 0001131399 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS BUSINESS PHONE: 011442080475000 MAIL ADDRESS: STREET 1: 980 GREAT WEST ROAD CITY: BRENTFORD MIDDLESEX STATE: X0 ZIP: TW8 9GS SC 13D/A 1 crsp-sc13da_070620.htm AMENDMENT TO FORM SC 13D
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*

CRISPR THERAPEUTICS AG

(Name of Issuer)

Common Shares, Par Value CHF 0.03

(Title of Class of Securities)

H17182108

(CUSIP Number)

Victoria A. Whyte

GlaxoSmithKline plc

980 Great West Road

Brentford, Middlesex TW8 9GS

England

Telephone: +44 (0)208 047 5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 6, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 
Cusip No. H1718210813D/A4Page 2 of 7

 

         
1.   NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

GlaxoSmithKline plc
   
2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a)    ☐
(b)    ☐
   
3.   SEC USE ONLY
 
   
4.   SOURCE OF FUNDS (see instructions)
 
WC
   
5.   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)     ☐    
6.   CITIZENSHIP OR PLACE OF ORGANIZATION
 
England and Wales
   

 

         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7.   SOLE VOTING POWER
 
3,310,627
  8.   SHARED VOTING POWER
 
-0-
  9.   SOLE DISPOSITIVE POWER
 
3,310,627
  10.   SHARED DISPOSITIVE POWER
 
-0-

 

         
11.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,310,627 (1)
   
12.   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)    ☐
   
13.   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.8% (2)
   
14.   TYPE OF REPORTING PERSON (see instructions)

CO
   
Footnotes:        

 

(1)

Common Shares are held directly by S.R. One, Limited, an indirect, wholly-owned subsidiary of the Reporting Person. Includes 90,000 shares of Common Shares issuable upon the exercise of options granted to Simeon J. George as director’s compensation (the “Options”), over which the Reporting Person has voting and dipositive power.

 

(2)

Based upon (i) 68,389,376 shares of the Issuer’s Common Shares outstanding as of July 6, 2010, upon the closing of the Issuer’s offering (assuming the underwriters have not exercised their option to purchase additional shares) as reported in the Issuer’s prospectus supplement dated June 30, 2020 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on July 1, 2020 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended and (ii) 90,000 shares of Common Shares issuable upon the exercise of Options.

 

 

 
Cusip No. H1718210813D/A4Page 3 of 7

 

Item 1.  Security and Issuer.

This Amendment No. 4 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on October 28, 2016, as subsequently amended by Amendment No. 1 filed on November 7, 2016, Amendment No. 2 filed on February 13, 2018, and Amendment No. 3 filed on February 14, 2020 the “Schedule 13D”, and as Amended by this Amendment No. 4, the “Statement”) with respect to the common shares, par value CHF 0.03 per share (the “Common Shares”), of CRISPR Therapeutics AG, a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect its new percentage beneficial ownership in the Issuer’s Common Shares, which has changed as a result of (1) additional stock option granted to SR One and (2) an increase in the Issuer’s Common Shares outstanding. The Issuer’s principal executive offices are located at Baarerstrasse 14, 6300 Zug, Switzerland . Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.

 

Item 2. Identity and Background.

The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.

 

Item 5.Interest in Securities of the Issuer.

 

The response set forth in Items 5 of the Schedule 13D is hereby amended by deleting the previous response in its entirety and replacing it with the following:

 

(a), (b), (c)

GlaxoSmithKline plc beneficially owns 3,310,627 shares of Common Shares, which represents 4.8% of the of the Common Shares outstanding based on (i) 68,389,376 Common Shares outstanding as of July 6, 2020 upon the closing of the Issuer’s offering, as reported in the Final Prospectus and (ii) 90,000 shares of Common Shares issuable upon the exercise of options described in the following sentence. The number of shares of Common Shares that GlaxoSmithKline plc beneficially owns (3,310,627) includes the following options to acquire Common Shares granted to Simeon J. George as director’s compensation;

 

Options to purchase 30,000 Common Shares were granted on October 18, 2016 with 100% of the shares vesting in 36 equal monthly installments beginning on October 31, 2016. The stock options can be exercised at any time as to vested shares, at an exercise price of $14.00 until the expiration date of October 18, 2026.

 

Options to purchase 15,000 Common Shares were granted on May 13, 2017 with 100% of the shares vesting in 12 equal monthly installments beginning on June 30, 2017. The stock options can be exercised at any time as to vested shares, at an exercise price of $13.62 until the expiration date of May 31, 2027;

 

Options to purchase 15,000 Common Shares were granted on June 15, 2018 with 100% of the shares vesting in 12 equal monthly installments beginning on May 30, 2018. The stock options can be exercised at any time as to vested shares, at an exercise price of $59.31, until the expiration date of June 15, 2028;

 

Options to purchase 15,000 Common Shares were granted on June 11, 2019 with 100% of the shares vesting in 12 equal monthly installments beginning on June 30, 2019. The stock options can be exercised at any time as to vested shares, at an exercise price of $43.52, until the expiration date of June 11, 2029; and

 

Options to purchase 15,000 Common Shares were granted on June 11, 2020 with 100% of the shares vesting in 12 equal monthly installments beginning on June 30, 2020. The stock options can be exercised at any time as to vested shares, at an exercise price of $59.70, until the expiration date of June 11, 2030.

 

Simeon J. George is obligated to transfer any shares issued under the Stock Option to S.R. One. GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 3,310,627 shares of Common Stock described above.

 

(d)No person, other than GlaxoSmithKline plc, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by GlaxoSmithKline plc.

 

(e)The Reporting Person has ceased to be the beneficial owner of more than 5 percent of the Common Stock on July 6, 2020. Therefore, this is the final amendment to the Statement and an exit filing for the Reporting Person.

 

 
Cusip No. H1718210813D/A4Page 4 of 7

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: July 10, 2020

  GLAXOSMITHKLINE PLC
     
  By: /s/ Victoria A. Whyte
  Name:    Victoria A. Whyte
  Title:      Authorized Signatory

 

 
Cusip No. H1718210813D/A4Page 5 of 7

 

SCHEDULE 1

 

 

Name

Business Address

Principal Occupation or Employment

Citizenship

Board of Directors      
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British
Charles Bancroft 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

US
Manvinder Singh Banga 980 Great West Road
Brentford
Middlesex, England
TW8 9GS

Company Director

 

British & Indian

 

Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

 

Chief Scientific Officer & President, R&D US
Dr. Vivienne Cox 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director British
Lynn Elsenhans 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr. Jesse Goodman 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Dr Laurie Glimcher 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director US
Judy Lewent 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director

US

 

Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British

 

 
Cusip No. H1718210813D/A4Page 6 of 7

 

Name

Business Address

Principal Occupation or Employment

Citizenship

Urs Rohner

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Company Director Swiss
Sir Jonathan Symonds 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chairman and Company Director British

 

 

 

 

Corporate Executive Team        
Emma Walmsley 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director and Chief Executive Officer British  
Dr. Hal Barron

269 E. Grand Avenue,

South San Francisco,

CA 94080

Chief Scientific Officer & President, R&D

 

US  
Roger Connor 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Vaccines Irish  
Diana Conrad 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Human Resources Canadian  
James Ford 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President & General Counsel British & US  
Nick Hirons 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Ethics and Compliance British & US  
Sally Jackson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Senior Vice President, Global Communications and CEO Office British  
Iain MacKay 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Executive Director & Chief Financial Officer British  
 
Cusip No. H1718210813D/A4Page 7 of 7

 

Brian McNamara 184 Liberty Corner Road
Warren
NJ, 07059
Chief Executive Officer, GSK Consumer Healthcare US

Luke Miels

 

980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Pharmaceuticals Australian
David Redfern 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Strategy Officer British
Regis Simard 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President Pharmaceutical Supply Chain French & British
Karenann Terrell 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Digital and Technology Officer Canadian
Philip Thomson 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
President, Global Affairs British
Deborah Waterhouse 980 Great West Road
Brentford
Middlesex, England
TW8 9GS
Chief Executive Officer of ViiV Healthcare British