CRISPR Therapeutics Form 3/A / Thomas Woiwode 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^*

Woiwode Thomas

(Last)

(First)

(Middle)

C/O CRISPR THERAPEUTICS, INC.

200 SIDNEY STREET

(Street)

CAMBRIDGE

02139

(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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/18/2016

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

X	Form filed by One Reporting Person
	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	684,014	I	See footnote⁽¹⁾
Common Shares	239,648	I	See footnote⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A-1 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	437,247	⁽²⁾	I	See footnote⁽³⁾
Series A-1 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	2,754	⁽²⁾	I	See footnote⁽⁴⁾
Series A-2 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	3,100,477	⁽²⁾	I	See footnote⁽³⁾
Series A-2 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	19,524	⁽²⁾	I	See footnote⁽⁴⁾
Series A-3 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	2,210,417	⁽²⁾	I	See footnote⁽⁵⁾
Series A-3 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	66,490	⁽²⁾	I	See footnote⁽⁶⁾
Series A-3 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	168,224	⁽²⁾	I	See footnote⁽⁷⁾
Series A-3 Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	73,704	⁽²⁾	I	See footnote⁽⁸⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	231,077	⁽²⁾	I	See footnote⁽³⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	1,454	⁽²⁾	I	See footnote⁽⁴⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	173,167	⁽²⁾	I	See footnote⁽⁵⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	5,210	⁽²⁾	I	See footnote⁽⁶⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	13,180	⁽²⁾	I	See footnote⁽⁷⁾
Series B Preferred Shares	⁽²⁾	⁽²⁾	Common Shares	5,774	⁽²⁾	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Each of the Reporting Person and Bradley Bolzon are managing members of Versant Venture Management, LLC. One-half of these shares were issued to the Reporting Person and one-half of these shares were issued to Mr. Bolzon, in each case, as compensation for service on the Issuer's board of directors. Pursuant to agreements with Versant Venture Management, LLC, the Reporting Person and Mr. Bolzon are deemed to hold these securities for the benefit of Versant Venture Management, LLC. Accordingly, Versant Venture Management, LLC may be deemed to be the indirect beneficial owner of these securities, and the Reporting Person may be deemed to indirectly beneficial own the securities through his interest in Versant Venture Management, LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. These securities are convertible on a one-for-one basis at any time into the Issuer's Common Shares at the holder's election and automatically upon the closing of the Issuer's initial public offering into the number of Common Shares shown in column 3 above. These securities do not have an expiration date.

3. These securities are held of record by Versant Venture Capital IV, L.P. ("VVC IV"). Versant Ventures IV, LLC ("VV IV") is the sole general partner of VVC IV and may be deemed to have voting and investment power over the securities held by VVC IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV IV and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

4. These securities are held of record by Versant Side Fund IV, L.P. ("VSF IV"). VV IV is the sole general partner of VSF IV and may be deemed to have voting and investment power over the securities held by VSF IV and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV IV and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

5. These securities are held of record by Versant Venture Capital V, L.P. ("VVC V"). Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V and may be deemed to have voting and investment power over the securities held by VVC V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

6. These securities are held of record by Versant Affiliates Fund V, L.P. ("VAF V"). VV V is the sole general partner of VAF V and may be deemed to have voting and investment power over the securities held by VAF V and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

7. These securities are held of record by Versant Venture Capital V (Canada) LP ("VVC CAN"). Versant Ventures V (Canada) GP-GP, Inc. ("VV V CAN GP") is the sole general partner of Versant Ventures V (Canada), L.P. ("VV V CAN") and VV V CAN is the sole general partner of VVC CAN. VV V CAN GP and VV V CAN may be deemed to have voting and investment power over the securities held by VVC CAN and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a director of VV V CAN GP and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

8. These securities are held of record by Versant Ophthalmic Affiliates Fund I, L.P. ("VOA"). VV V is the sole general partner of VOA and may be deemed to have voting and investment power over the securities held by VOA and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a managing director of VV V and disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein, if any.

Remarks:

This amendment is being filed solely to correct the reporting of ownership of certain shares of Common Stock reported in Table I that are held for the benefit of Versant Venture Management, LLC. See Footnote 1.

	Thomas Woiwode	12/23/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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CRISPR Therapeutics (CRSP) Form 3/ACRISPR Therapeutics / Thomas Woiwode ownership change