Novak Rodger Form 4 CRISPR Therapeutics / Rodger Novak ownership change

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^*

Novak Rodger

(Last) (First) (Middle)

C/O CRISPR THERAPEUTICS, INC.

610 MAIN STREET

(Street)

CAMBRIDGE MA 02139

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2020

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

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 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 Shares	09/01/2020		M		3,933	A	$14	651,940	D
Common Shares	09/01/2020		M		21,067	A	$14.43	673,007	D
Common Shares	09/01/2020		S(1)		1,406	D	$91.54(2)	671,601	D
Common Shares	09/01/2020		S(1)		19,754	D	$92.59(3)	651,847	D
Common Shares	09/01/2020		S(1)		3,840	D	$93.19(4)	648,007	D

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
Stock Option (Right to Buy)	$14	09/01/2020		M			3,933	(5)	10/18/2026	Common Shares	3,933	$0.00	111,893	D
Stock Option (Right to Buy)	$14.43	09/01/2020		M			21,067	(6)	06/15/2027	Common Shares	21,067	$0.00	215,315	D

Explanation of Responses:

1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.93 to $91.805, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.99 to $92.965, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.005 to $93.81, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.

5. This option was granted on October 18, 2016 with respect to 200,000 Common Shares and originally vested in 48 equal monthly installments beginning October 31, 2016. Pursuant to Dr. Novak's amended and restated employment agreement with the Company, subject to his continued employment, beginning November 30, 2018, the remaining unvested options from this grant vest in equal monthly installments at the rate of 50% of the amounts originally scheduled to vest on any one vesting date, and the original vesting schedule was extended to reflect the amended schedule.

6. This option was granted on June 15, 2017 with respect to 270,000 Common Shares and originally vested in 48 equal monthly installments commencing upon the grant date. Pursuant to Dr. Novak's amended and restated employment agreement with the Company, subject to his continued employment, beginning November 30, 2018, the remaining unvested options from this grant vest in equal monthly installments at the rate of 50% of the amounts originally scheduled to vest on any one vesting date, and the original vesting schedule was extended to reflect the amended schedule.

Remarks:

	/s/ Michael Esposito, attorney-in-fact	09/03/2020
	** Signature of Reporting Person	Date
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