Intellia Therapeutics (NTLA) Form 4 Change in insider ownership

SEC Form 4

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^*

Atlas Venture Fund IX, L.P.

(Last) (First) (Middle)

25 FIRST STREET; SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Intellia Therapeutics, Inc. [ NTLA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/11/2016

4. 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 Acquired, Disposed of, or Beneficially Owned
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		611,827	A	(1)	611,827	D(2)
Common Stock	05/11/2016		C		2,463,201	A	(1)	3,075,028	D(2)
Common Stock	05/11/2016		C		862,120	A	(1)	3,937,148	D(2)
Common Stock	05/11/2016		C		492,640	A	(1)	4,429,788	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Founder Stock	(1)	05/11/2016		C			946,237	(1)	(1)	Common Stock	611,827	$0.00	0	D(2)
Series A-1 Preferred Stock	(1)	05/11/2016		C			3,809,524	(1)	(1)	Common Stock	2,463,201	$0.00	0	D(2)
Series A-2 Preferred Stock	(1)	05/11/2016		C			1,333,333	(1)	(1)	Common Stock	862,120	$0.00	0	D(2)
Series B Preferred Stock	(1)	05/11/2016		C			761,905	(1)	(1)	Common Stock	492,640	$0.00	0	D(2)

1. Name and Address of Reporting Person^*

Atlas Venture Fund IX, L.P.

(Last) (First) (Middle)

25 FIRST STREET; SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates IX, L.P.

(Last) (First) (Middle)

25 FIRST STREET; SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates IX, LLC

(Last) (First) (Middle)

25 FIRST STREET; SUITE 303

(Street)

CAMBRIDGE MA 02141

(City) (State) (Zip)

Explanation of Responses:

1. Each share of Founder Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock was automatically converted into 0.6465903 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date.

2. The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Each of AVA IX LP and AVA IX LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.

Remarks:

	Atlas Venture Fund IX, LP, By: Atlas Venture Associates IX, LP, its general partner, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci	05/11/2016
	Atlas Venture Associates IX, LP, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci	05/11/2016
	Atlas Venture Associates IX, LLC, By: Frank Castellucci, General Counsel /s/ Frank Castellucci	05/11/2016
	** Signature of Reporting Person	Date
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