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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
10/18/2016
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3. Issuer Name and Ticker or Trading Symbol
CRISPR Therapeutics AG
[ CRSP ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Shares |
5,105,330 |
D
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/s/ Dr. Paul Fort, Attorney-in-fact on behalf of Bayer Global Investments B.V.(2) |
10/18/2016 |
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/s/ Dr. Paul Fort on behalf of Bayer AG |
10/18/2016 |
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/s/ Dr. Stephan Semrau on behalf of Bayer AG |
10/18/2016 |
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** 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. |
Exhibit 24
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5 and
Schedules 13D and 13G)
Know all by these presents that the undersigned hereby constitutes and appoints
each of Dr. Jan Heinemann, Dr. Paul Fort and Dr. Thomas Reuter, signing
individually, the undersigned's true and lawful attorneys-in fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission a Form ID, including
amendments thereto, and any other documents necessary or appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with the
Securities and Exchange Commission of reports required by Sections 13 and 16(a)
of the Securities Exchange Act of 1934 or any rule or regulation thereunder;
(2) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission Forms 3, 4 and 5 and
Schedules 13D and 13G (including amendments thereto and joint filing agreements
in connection therewith) in accordance with Sections 13 and 16(a) of the
Securities Exchange Act of 1934 and the rules thereunder;
(3) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Form 3, 4 or 5 and
Schedules 13D and 13G (including amendments thereto and joint filing agreements
in connection therewith) and file such Forms and Schedules with the Securities
and Exchange Commission and any stock exchange, self-regulatory association or
any other authority; and
(4) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the 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 the attorney-in-fact may approve in the
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, and
their substitutes, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Sections 13 and 16 of the Securities Exchange Act of 1934.
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 and Schedules 13D and
13G with respect to the undersigned's holdings of and transactions in securities
issued by CRISPR Therapeutics AG (the "Company"), unless earlier revoked by the
undersigned in a signed writing delivered to the Company and the attorneys-in
fact. This Power of Attorney revokes any other power of attorney that the
undersigned has previously granted with respect to such filings.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Dated: October 12, 2016
Bayer Global Investments B.V.
By: /s/ Axel Steiger-Bagel
Name: Dr. Axel Steiger-Bagel
Title: Managing Director
By: /s/ Adri Koersvelt
Name: Adri Koersvelt
Title: Managing Director
