SEC Filing | CRISPR Therapeutics

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SEC FORM 4/A 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^*

Versant Venture Capital IV, L.P.

(Last)

(First)

(Middle)

ONE SANSOME STREET, SUITE 3630

(Street)

SAN FRANCISCO

94104

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/26/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/24/2016		C		437,247	A	⁽²⁾	676,895	I	Footnote⁽²⁾
Common Stock	10/24/2016		C		3,100,477	A	⁽²⁾	3,777,372	I	Footnote⁽²⁾
Common Stock	10/24/2016		C		231,077	A	⁽²⁾	4,008,449	I	Footnote⁽²⁾
Common Stock	10/24/2016		P		95,596	A	$14	4,104,045	I	Footnote⁽²⁾
Common Stock	10/24/2016		C		2,754	A	⁽²⁾	2,754	I	Footnote⁽³⁾
Common Stock	10/24/2016		C		19,524	A	⁽²⁾	22,278	I	Footnote⁽³⁾
Common Stock	10/24/2016		C		1,454	A	⁽²⁾	23,732	I	Footnote⁽³⁾
Common Stock	10/24/2016		P		602	A	$14	24,334	I	Footnote⁽³⁾
Common Stock	10/24/2016		C		2,210,417	A	⁽²⁾	2,210,417	I	Footnote⁽⁴⁾
Common Stock	10/24/2016		C		173,167	A	⁽²⁾	2,383,584	I	Footnote⁽⁴⁾
Common Stock	10/24/2016		P		60,219	A	$14	2,443,803	I	Footnote⁽⁴⁾
Common Stock	10/24/2016		C		66,490	A	⁽²⁾	66,490	I	Footnote⁽⁵⁾
Common Stock	10/24/2016		C		5,210	A	⁽²⁾	71,700	I	Footnote⁽⁵⁾
Common Stock	10/24/2016		C		168,224	A	⁽²⁾	168,224	I	Footnote⁽⁶⁾
Common Stock	10/24/2016		C		13,180	A	⁽²⁾	181,404	I	Footnote⁽⁶⁾
Common Stock	10/24/2016		P		4,583	A	$14	185,987	I	Footnote⁽⁶⁾
Common Stock	10/24/2016		C		73,704	A	⁽²⁾	73,704	I	Footnote⁽⁷⁾
Common Stock	10/24/2016		C		5,774	A	⁽²⁾	79,478	I	Footnote⁽⁷⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A-1 Preferred Shares	⁽¹⁾	10/24/2016		C			437,247	⁽¹⁾	⁽¹⁾	Common Stock	437,247	⁽¹⁾	0	I	See footnote⁽²⁾
Series A-1 Preferred Shares	⁽¹⁾	10/24/2016		C			2,754	⁽¹⁾	⁽¹⁾	Common Stock	2,754	⁽¹⁾	0	I	See footnote⁽³⁾
Series A-2 Preferred Shares	⁽¹⁾	10/24/2016		C			3,100,477	⁽¹⁾	⁽¹⁾	Common Stock	3,100,477	⁽¹⁾	0	I	See footnote⁽²⁾
Series A-2 Preferred Shares	⁽¹⁾	10/24/2016		C			19,524	⁽¹⁾	⁽¹⁾	Common Stock	19,524	⁽¹⁾	0	I	See footnote⁽³⁾
Series A-3 Preferred Shares	⁽¹⁾	10/24/2016		C			2,210,417	⁽¹⁾	⁽¹⁾	Common Stock	2,210,417	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series A-3 Preferred Shares	⁽¹⁾	10/24/2016		C			66,490	⁽¹⁾	⁽¹⁾	Common Stock	66,490	⁽¹⁾	0	I	See footnote⁽⁵⁾
Series A-3 Preferred Shares	⁽¹⁾	10/24/2016		C			168,224	⁽¹⁾	⁽¹⁾	Common Stock	168,224	⁽¹⁾	0	I	See footnote⁽⁶⁾
Series A-3 Preferred Shares	⁽¹⁾	10/24/2016		C			73,704	⁽¹⁾	⁽¹⁾	Common Stock	73,704	⁽¹⁾	0	I	See footnote⁽⁷⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			231,077	⁽¹⁾	⁽¹⁾	Common Stock	231,077	⁽¹⁾	0	I	See footnote⁽²⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			1,454	⁽¹⁾	⁽¹⁾	Common Stock	1,454	⁽¹⁾	0	I	See footnote⁽³⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			173,167	⁽¹⁾	⁽¹⁾	Common Stock	173,167	⁽¹⁾	0	I	See footnote⁽⁴⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			5,210	⁽¹⁾	⁽¹⁾	Common Stock	5,210	⁽¹⁾	0	I	See footnote⁽⁵⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			13,180	⁽¹⁾	⁽¹⁾	Common Stock	13,180	⁽¹⁾	0	I	See footnote⁽⁶⁾
Series B Preferred Shares	⁽¹⁾	10/24/2016		C			5,774	⁽¹⁾	⁽¹⁾	Common Stock	5,774	⁽¹⁾	0	I	See footnote⁽⁷⁾

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 Ophthalmic Affiliates I, 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)

Explanation of Responses:

1. Each share of the Issuer's Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock and Series B Preferred Stock automatically converted into 1 share of the Issuer's Common Stock in its firm commitment initial public offering pursuant to the Issuer's prospectus (Form 424B4) filed with the Securities and Exchange Commission on October 19, 2016.

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, however, VV IV disclaims beneficial ownership of the securities held by VVC IV, except to the extent of its 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, however, VV IV disclaims beneficial ownership of the securities held by VSF IV, except to the extent of its 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, however, VV V disclaims beneficial ownership of the securities held by VVC V, except to the extent of its 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, however, VV V disclaims beneficial ownership of the securities held by VAF V, except to the extent of its 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. 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, however, each disclaim beneficial ownership of the securities 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, however, VV V disclaims beneficial ownership of the securities held by VOA, except to the extent of its pecuniary interests therein.

Remarks:

This amendment is being filed solely to report the conversion of preferred stock into common stock that occurred upon the closing of the Issuer's initial public offering (the "IPO") on October 24, 2016, which conversion was inadvertently omitted from the original Form 4 filed on October 26, 2016, and to correct the transaction code for the purchases in the IPO, which was previously reported as "A," and not to report any other transactions in securities of the Issuer.

	Versant Venture Capital IV, L.P. By: Versant Ventures IV, LLC By: Name: Robin L. Praeger Title: Managing Director	12/23/2016
	Versant Side Fund IV, L.P. By: Versant Ventures IV, LLC By: Name: Robin L. Praeger Title: Managing Director	12/23/2016
	Versant Venture Capital V, L.P. By: Versant Ventures V, LLC By: Name: Robin L. Praeger Title: Managing Director	12/23/2016
	Versant Affiliates Fund V, L.P. By: Versant Ventures V, LLC By: Name: Robin L. Praeger Title: Managing Director	12/23/2016
	Versant Ophthalmic Affiliates Fund I, L.P. By: Versant Ventures V, LLC By: Name: Robin L. Praeger Title: Managing Director	12/23/2016
	Versant Venture Capital V (Canada) LP By: Versant Ventures V (Canada), L.P. By: Versant Ventures V GP-GP, Inc. By: Name: Robin L. Praeger Title: Director	12/23/2016
	** Signature of Reporting Person	Date
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