SEC Filing | CRISPR Therapeutics

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SEC FORM 3 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^*

Versant Venture Capital IV, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(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	239,648	I	See footnotes⁽²⁾⁽⁸⁾

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	⁽¹⁾	⁽¹⁾	Common Shares	437,247	⁽¹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series A-1 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	2,754	⁽¹⁾	I	See footnotes⁽³⁾⁽⁸⁾
Series A-2 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	3,100,477	⁽¹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series A-2 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	19,524	⁽¹⁾	I	See footnotes⁽³⁾⁽⁸⁾
Series A-3 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	2,210,417	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Series A-3 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	66,490	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Series A-3 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	168,224	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Series A-3 Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	73,704	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	231,077	⁽¹⁾	I	See footnotes⁽²⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	1,454	⁽¹⁾	I	See footnotes⁽³⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	173,167	⁽¹⁾	I	See footnotes⁽⁴⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	5,210	⁽¹⁾	I	See footnotes⁽⁵⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	13,180	⁽¹⁾	I	See footnotes⁽⁶⁾⁽⁸⁾
Series B Preferred Shares	⁽¹⁾	⁽¹⁾	Common Shares	5,774	⁽¹⁾	I	See footnotes⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Versant Venture Capital IV, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Versant Side Fund IV, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Versant Venture Capital V, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Versant Affiliates Fund V, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Versant Venture Capital V (Canada), LP

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Versant Ophthalmic Affiliates I, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities are convertible at any time on a one-for-one basis into shares of 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 shares of Common Shares shown in column 3 above. These securities do not have an expiration date.

2. 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. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Rebecca B. Robertson, Bradley Bolzon, Ph.D., Charles M. Warden, Kirk G. Nielsen, Thomas Woiwode and Robin L. Praeger are managing directors of VV IV and share voting and dispositive power over the shares held by VVC IV; however, they each disclaim beneficial ownership of the shares held by VVC IV and VSF IV, except to the extent of their pecuniary interests therein.

3. 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. Brian G. Atwood, Samuel D. Colella, Ross A. Jaffe, William J. Link, Rebecca B. Robertson, Bradley Bolzon, Ph.D., Charles M. Warden, Kirk G. Nielsen, Thomas Woiwode and Robin L. Praeger are managing directors of VV IV and share voting and dispositive power over the shares held by VSF IV; however, they each disclaim beneficial ownership of the shares held by VVC IV and VSF IV, except to the extent of their pecuniary interests therein.

4. 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. Samuel D. Colella, William J. Link, Bradley Bolzon, Ph.D., Robin L. Praeger, Kirk G. Nielson and Thomas Woiwode, Ph.D. are managing directors of VV V and share voting and dispositive power over the shares held by VVC V; however, they each disclaim beneficial ownership of the shares held by VVC V, except to the extent of their pecuniary interests therein.

5. 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. Samuel D. Colella, William J. Link, Bradley Bolzon, Ph.D., Robin L. Praeger, Kirk G. Nielson and Thomas Woiwode, Ph.D. are managing directors of VV V and share voting and dispositive power over the shares held by VAF V; however, they each disclaim beneficial ownership of the shares held by VAF V, except to the extent of their pecuniary interests therein.

6. 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. By virtue of such relationships, 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. Samuel D. Colella, William J. Link, Bradley Bolzon, Ph.D., Robin L. Praeger, Kirk G. Nielson and Thomas Woiwode, Ph.D. are managing directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN; however, they each disclaim beneficial ownership of the shares held by VVC CAN, except to the extent of their pecuniary interests therein.

7. 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. Samuel D. Colella, William J. Link, Bradley Bolzon, Ph.D., Robin L. Praeger, Kirk G. Nielson and Thomas Woiwode, Ph.D. are managing directors of VV V and share voting and dispositive power over the shares held by VOA; however, they each disclaim beneficial ownership of the shares held by VOA, except to the extent of their pecuniary interests therein.

8. This report on Form 3 is jointly filed by VVC IV, VSF IV, VVC V, VAF V, VVC CAN and VOA. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.

Remarks:

	/s/ Robin L. Praeger, Managing Director of Versant Ventures IV, LLC, general partner of Versant Venture Capital IV, L.P.	10/18/2016
	/s/ Robin L. Praeger, Managing Director of Versant Ventures IV, LLC, general partner of Versant Side Fund IV, L.P.	10/18/2016
	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC, general partner of Versant Venture Capital V, L.P.	10/18/2016
	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC, general partner of Versant Affiliates Fund V, L.P.	10/18/2016
	/s/ Robin L. Praeger, Managing Director of Versant Ventures V, LLC, general partner of Versant Ophthalmic Affiliates Fund I, L.P.	10/18/2016
	/s/ Robin L. Praeger, Director of Versant Ventures V GP-GP (Canada), Inc., general partner of Versant Ventures V (Canada) L.P., the general partner of Versant Venture Capital V (Canada) LP	10/18/2016
	** 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).
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