UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Amendment No. 1 )*
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CRISPR THERAPEUTICS AG
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(Name of Issuer)
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Common Shares, par value CHF 0.03 per share
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(Title of Class of Securities)
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H17182108
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(CUSIP Number)
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Michael Parini
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Vertex Pharmaceuticals Incorporated
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50 Northern Avenue
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Boston, Massachusetts 02210
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(617) 341-6100
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications) |
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December 31, 2019
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(Date of Event which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. H17182108
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13G
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Page 2 of 7 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vertex Pharmaceuticals Incorporated (“Vertex US”) |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) (b) |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0 |
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6.
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SHARED VOTING POWER
2,690,470 (1), (2) |
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7.
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SOLE DISPOSITIVE POWER
0 |
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8.
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SHARED DISPOSITIVE POWER
2,690,470 (1), (2) |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,690,470 (1), (2) |
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% (3) |
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12.
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TYPE OF REPORTING PERSON (see instructions)
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(1) Common Shares held as of February 13, 2020.
(2) Amount consists of 2,690,470 Common Shares held by Vertex Europe. Vertex US may be deemed to have beneficial ownership over such shares since Vertex Europe is an indirect
wholly-owned subsidiary of Vertex US.
(3) The ownership percentage has been calculated based on 60,845,708 Common Shares outstanding as of February 7, 2020, as reported in CRISPR Therapeutics AG’s Form 10-K, filed
with the Securities and Exchange Commission on February 12, 2020.
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CUSIP No. H17182108
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13G
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Page 3 of 7 Pages
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Vertex Pharmaceuticals (Europe) Limited (“Vertex Europe”) |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) (b) |
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3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5.
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SOLE VOTING POWER
0 |
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6.
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SHARED VOTING POWER
2,690,470 (1) |
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7.
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SOLE DISPOSITIVE POWER
0 |
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8.
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SHARED DISPOSITIVE POWER
2,690,470 (1) |
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,690,470 (1) |
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10.
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) |
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.4% (2) |
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12.
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TYPE OF REPORTING PERSON (see instructions)
OO |
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(1) Common Shares held as of February 13, 2020.
(2) The ownership percentage has been calculated based on 60,845,708 Common Shares outstanding as of February 7, 2020, as reported in CRISPR Therapeutics AG's Form 10-K, filed
with the Securities and Exchange Commission on February 12, 2020.
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CUSIP No. H17182108
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13G
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Page 4 of 7 Pages
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Item 1.
| (a) |
Name of Issuer
CRISPR THERAPEUTICS AG |
| (b) |
Address of Issuer’s Principal Executive Offices
Baarerstrasse 14 6300 Zug, Switzerland |
Item 2.
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Name of Person Filing
Vertex Pharmaceuticals Incorporated |
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Address of the Principal Office or, if none, residence
50 Northern Avenue Boston, Massachusetts 02210 (617) 341-6100 |
| (c) |
Citizenship
Massachusetts, United States |
| (d) |
Title of Class of Securities
Common Shares, par value CHF 0.03 per share |
| (e) |
CUSIP Number
H17182108 |
| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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CUSIP No. H17182108
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13G
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Page 5 of 7 Pages
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| Item 4. |
Ownership.
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) |
Amount beneficially owned: 2,690,470 (1)
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| (b) |
Percent of class: 4.4%
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| (c) |
Number of shares as to which the person has:
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Sole power to vote or to direct the vote: 0
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| (ii) |
Shared power to vote or to direct the vote: 2,690,470
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| (iii) |
Sole power to dispose or to direct the disposition of: 0
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| (iv) |
Shared power to dispose or to direct the disposition of: 2,690,470
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(1) Common Shares held as of February 13, 2020.
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following ⌧.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person.
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group.
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Not applicable.
| Item 9. |
Notice of Dissolution of Group.
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Not applicable.
| Item 10. |
Certification.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No. H17182108
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13G
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Page 6 of 7 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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VERTEX PHARMACEUTICALS INCORPORATED
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| /s/ Michael Parini | |
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Michael Parini
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EVP, Chief Legal and Administrative Officer
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February 13, 2020
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VERTEX PHARMACEUTICALS (EUROPE) LIMITED
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/s/ Klas Holmlund
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Klas Holmlund
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Director
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February 13, 2020
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CUSIP No. H17182108
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13G
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Page 7 of 7 Pages
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EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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Exhibit 1
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Joint Filing Agreement
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information
required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of common stock, par value CHF 0.03 per share, of CRISPR Therapeutics AG. The undersigned also agree that all subsequent amendments to this
statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
The undersigned further agree that each party hereto is responsible for the timely filing of such Schedule 13G and any subsequent amendments thereto, and for the
completeness and accuracy of the information concerning each party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party making the filing, unless such party
knows or has reason to believe that such information is inaccurate.
EXECUTED this 13th day of February, 2020.
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VERTEX PHARMACEUTICALS INCORPORATED
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/s/ Michael Parini
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Michael Parini
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EVP, Chief Legal and Administrative Officer
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VERTEX PHARMACEUTICALS (EUROPE) LIMITED
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/s/ Klas Holmlund
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Klas Holmlund
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Director
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