Bayer (BAYRY) Form 3 CRISPR Therapeutics / AKTIENGESELLSCHAFT BAYER ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Bayer Global Investments B.V.

(Last) (First) (Middle)

ENERGIEWEG 1

(Street)

3641 RT MIJDRECHT P7

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2016

3. Issuer Name and Ticker or Trading Symbol
CRISPR Therapeutics AG [ CRSP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	5,105,330	D(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Bayer Global Investments B.V.

(Last) (First) (Middle)

ENERGIEWEG 1

(Street)

3641 RT MIJDRECHT P7

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAYER AKTIENGESELLSCHAFT

(Last) (First) (Middle)

KAISER - WILHEM - ALLEE

(Street)

51368 LEVERKUSEN 2M

(City) (State) (Zip)

Explanation of Responses:

1. Bayer Global Investments B.V. ("Bayer BV") is the Direct Owner of 2,605,330 common shares of CRISPR Therapeutics AG ("CRISR"). Pursuant to a Subscription Agreement dated December 19, 2015, Bayer BV has agreed to purchase concurrently with the initial public offering of CRISPR in a private placement $35 million common shares at a price equal to the public offering price of $14.00, subject to the terms and conditions of the subscription agreement. This Form 3 is a joint filing of Bayer B.V. and Bayer AG. Bayer AG is the 100% Indirect Owner through subsidiaries of the same shares as to which Bayer Global Investments B.V. is the Direct Owner. The Subscription Agreement is incorporated by reference to Exhibit 4.1 of the Form S-1 Registration Statement of CRISPR Dated September 9, 2016.

Remarks:

(2) Exhibit 24: Power of Attorney with respect to Bayer Global Investments B.V.

	/s/ Dr. Paul Fort, Attorney-in-fact on behalf of Bayer Global Investments B.V.(2)	10/18/2016
	/s/ Dr. Paul Fort on behalf of Bayer AG	10/18/2016
	/s/ Dr. Stephan Semrau on behalf of Bayer AG	10/18/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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