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* Bruno Julianne (Last) (First) (Middle) C/O CRISPR THERAPEUTICS 105 WEST FIRST STREET (Street) BOSTON MA 02127 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/23/2024	3. Issuer Name and Ticker or Trading Symbol CRISPR Therapeutics AG [ CRSP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Operating Officer	5. 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 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	3,111	D
Common Shares	7,088	I	By Julianne Bruno 2022 GRAT(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	05/01/2029	Common Shares	10,000	38.82	D
Stock Option (Right to Buy)	(3)	10/22/2029	Common Shares	2,200	39	D
Stock Option (Right to Buy)	(4)	03/10/2030	Common Shares	3,105	44.67	D
Stock Option (Right to Buy)	(5)	10/05/2030	Common Shares	1,800	86.75	D
Stock Option (Right to Buy)	(6)	03/11/2031	Common Shares	4,719	133.88	D
Stock Option (Right to Buy)	(7)	10/15/2031	Common Shares	1,966	97	D
Stock Option (Right to Buy)	(8)	02/18/2032	Common Shares	6,000	58.29	D
Stock Option (Right to Buy)	(9)	10/07/2032	Common Shares	4,000	61.65	D
Stock Option (Right to Buy)	(10)	03/10/2033	Common Shares	15,333	43.22	D
Stock Option (Right to Buy)	(11)	10/13/2033	Common Shares	10,000	44.31	D
Stock Option (Right to Buy)	(12)	03/20/2034	Common Shares	20,000	72.94	D
Restricted Stock Units	(13)	(13)	Common Shares	435	(14)	D
Restricted Stock Units	(15)	(15)	Common Shares	7,000	(14)	D
Restricted Stock Units	(16)	(16)	Common Shares	1,300	(14)	D
Restricted Stock Units	(17)	(17)	Common Shares	8,500	(14)	D
Restricted Stock Units	(18)	(18)	Common Shares	7,195	(14)	D
Restricted Stock Units	(19)	(19)	Common Shares	20,000	(14)	D
Restricted Stock Units	(20)	(20)	Common Shares	15,000	(14)	D

Explanation of Responses:

1. Shares held by Julianne Bruno 2022 GRAT, a grantor retained annuity trust of which the Reporting Person's spouse serves as trustee. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein, if any.

2. This option was granted on May 1, 2019 with respect to 10,000 Common Shares. 25% of the shares vested on May 1, 2020, with the remaining shares vested in 36 equal monthly installments thereafter.

3. This option was granted on October 22, 2019 with respect to 2,200 Common Shares. 100% of the shares vested in 48 equal monthly installments, with the first installment vested on November 22, 2019.

4. This option was granted on March 10, 2020 with respect to 3,105 Common Shares. 100% of the shares vested in 48 equal monthly installments, with the first installment vested on April 10, 2020.

5. This option was granted on October 5, 2020 with respect to 1,800 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on November 5, 2020.

6. This option was granted on March 11, 2021 with respect to 4,719 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on April 11, 2021.

7. This option was granted on October 15, 2021 with respect to 1,966 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on November 15, 2021.

8. This option was granted on February 18, 2022 with respect to 6,000 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on March 18, 2022.

9. This option was granted on October 7, 2022 with respect to 4,000 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on November 7, 2022.

10. This option was granted on March 10, 2023 with respect to 15,333 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on April 10, 2023.

11. This option was granted on October 13, 2023 with respect to 10,000 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on November 13, 2023.

12. This option was granted on March 20, 2024 with respect to 20,000 Common Shares. 100% of the shares vest in 48 equal monthly installments, with the first installment vested on April 20, 2024.

13. This restricted stock unit award was granted on March 11, 2021 with respect to 1,740 Common Shares, with (i) one quarter of the shares vesting on March 11, 2022, (ii) one quarter of the shares vesting on March 11, 2023, (iii) one quarter of the shares vesting on March 11, 2024, and (iv) one quarter of the shares vesting on March 11, 2025.

14. Each restricted stock unit represents a contingent right to receive one share of CRSP Common Shares.

15. This restricted stock unit award was granted on December 14, 2021 with respect to 7,000 Common Shares, with 100% of the shares vesting on June 20, 2024.

16. This restricted stock unit award was granted on February 18, 2022 with respect to 2,600 Common Shares, with (i) one quarter of the shares vesting on February 18, 2023, (ii) one quarter of the shares vesting on February 18, 2024, (iii) one quarter of the shares vesting on February 18, 2025, and (iv) one quarter of the shares vesting on February 18, 2026.

17. This restricted stock unit award was granted on December 22, 2022 with respect to 8,500 Common Shares, with 100% of the shares vesting on June 22, 2025.

18. This restricted stock unit award was granted on March 10, 2023 with respect to 9,593 Common Shares, with (i) one quarter of the shares vesting on March 10, 2024, (ii) one quarter of the shares vesting on March 10, 2025, (iii) one quarter of the shares vesting on March 10, 2026, and (iv) one quarter of the shares vesting on March 10, 2027.

19. This restricted stock unit award was granted on September 15, 2023 with respect to 20,000 Common Shares, with 100% of the shares vesting on September 15, 2025.

20. This restricted stock unit award was granted on March 20, 2024 with respect to 15,000 Common Shares, with (i) one quarter of the shares vesting on March 20, 2025, (ii) one quarter of the shares vesting on March 20, 2026, (iii) one quarter of the shares vesting on March 20, 2027, and (iv) one quarter of the shares vesting on March 20, 2028.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Julianne Bruno	05/23/2024
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of James R. Kasinger, Elizabeth Ryland Waldinger, AJ Silver and Robert E. Puopolo, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of CRISPR Therapeutics AG (the “Company”), (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the United States Securities and Exchange Commission using the EDGAR System, and (ii) Forms 3, 4 and 5 and amendments thereto in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder;

 

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and amendments thereto and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorney-in-fact.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney may be filed with the United States Securities and Exchange Commission as a confirming statement of the authority granted herein. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 23, 2024.

 

		/s/ Julianne Bruno
		Signature
		Julianne Bruno
		Print Name

 

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