UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
CRISPR THERAPEUTICS AG
(Name of Issuer)
Common Shares, Par Value CHF 0.03
(Title of Class of Securities)
H17182108
(CUSIP Number)
Victoria A. Whyte
GlaxoSmithKline plc
980 Great West Road
Brentford, Middlesex TW8 9GS
England
Telephone: +44 (0)208 047 5000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 25, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* 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.
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Cusip No. H17182108 |
13D/A3 |
Page 2 of 7 |
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1. |
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF |
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7. |
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SOLE VOTING POWER |
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8. |
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SHARED VOTING POWER |
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9. |
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SOLE DISPOSITIVE POWER |
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10. |
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SHARED DISPOSITIVE POWER |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,295,627 (1) |
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| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5% (2) |
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| 14. | TYPE OF REPORTING PERSON (see instructions) CO |
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| Footnotes: | ||||
| (1) Common Shares are held directly by S.R. One, Limited, an indirect, wholly-owned subsidiary of the Reporting Person. Includes 30,000 shares of Common Shares issuable upon the exercise of options granted to Simeon J. George as director’s compensation (the “Options”), over which the Reporting Person has voting and dispositive power. | ||||
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(2) Based upon (i) 59,439,370 shares of the Issuer’s Common Shares outstanding as of November 25, 2019, upon the closing of the Issuer’s offering, as reported in the Issuer’s prospectus dated November 20, 2019 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2019 pursuant to Rule 424(b)(5) of the Securities Act of 1933, as amended (the “Securities Act”) and (ii) 30,000 shares of Common Shares issuable upon the exercise of Options. | ||||
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Cusip No. H17182108 |
13D/A3 |
Page 3 of 7 |
Item 1. Security and Issuer.
This Amendment No. 3 to Schedule 13D amends and supplements the statement on Schedule 13D originally filed on October 28, 2016, as subsequently amended by Amendment No. 1 filed on November 7, 2016 and Amendment No. 2 filed on February 13, 2018, the “Schedule 13D”, and as Amended by this Amendment No. 3, the “Statement”) with respect to the common shares, par value CHF 0.03 per share (the “Common Shares”), of CRISPR Therapeutics AG, a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland (the “Issuer”). GlaxoSmithKline plc is filing this amendment to reflect its new percentage beneficial ownership in the Issuer’s Common Shares, which has changed as a result of (1) an additional stock option granted to SR One and (2) an increase in the Issuer’s Common Shares outstanding. The Issuer’s principal executive offices are located at Baarerstrasse 14, 6300 Zug, Switzerland. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule 13D.
Item 2. Identity and Background.
The response set forth in Item 2 of the Schedule 13D is hereby amended by deleting Schedule 1 in its entirety and replacing it with Schedule 1 attached.
Item 5. Interest in Securities of the Issuer.
The response set forth in Items 5 (a) and (b) of the Schedule 13D is hereby amended by adding the following:
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a) |
GlaxoSmithKline plc beneficially owns 3,295,627 shares of Common Shares, which represents 5.5% of the of the Common Shares outstanding based on (i) 59,439,370 Common Shares outstanding as of November 25, 2019 upon the closing of the Issuer’s offering, as reported in the Final Prospectus and (ii) 30,000 shares of Common Shares issuable upon the exercise of options described in the following sentence. |
The number of shares of Common Shares that GlaxoSmithKline plc beneficially owns (3,295,627) includes options to purchase 30,000 Common Shares granted to Simeon J. George as director’s compensation subsequent to GlaxoSmithKline plc’s prior filing as follows:
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Options to purchase 15,000 Common Shares were granted on June 15, 2018 with 100% of the shares vesting in 12 equal monthly installments beginning on May 30, 2018.The stock options can be exercised at any time as to vested shares, at an exercise price of $59.31, until the expiration date of June 15, 2028; and |
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Options to purchase 15,000 Common Shares were granted on June 11, 2019 with 100% of the shares vesting in 12 equal monthly installments beginning on June 30, 2019.The stock options can be exercised at any time as to vested shares, at an exercise price of $43.52, until the expiration date of June 11, 2029. |
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GlaxoSmithKline plc has the sole power to vote or direct the vote, and the sole power to dispose or to direct the disposition of all 3,295,627shares of Common Shares described in Item 5(a) above. |
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Cusip No. H17182108 |
13D/A3 |
Page 4 of 7 |
SIGNATURE
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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Date: February 14, 2020 |
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GLAXOSMITHKLINE PLC |
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By: |
/s/ Victoria A. Whyte |
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Name: Victoria A. Whyte |
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Title: Authorized Signatory |
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Cusip No. H17182108 |
13D/A3 |
Page 5 of 7 |
SCHEDULE 1
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Name |
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Business Address |
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Principal Occupation or Employment |
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Citizenship |
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Board of Directors |
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Emma Walmsley |
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980 Great West Road
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Executive Director and Chief Executive Officer |
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British |
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Manvinder Singh Banga |
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980 Great West Road
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Company Director
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British & Indian
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Dr. Hal Barron |
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269 E. Grand Avenue, South San Francisco, CA 94080
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Chief Scientific Officer & President, R&D |
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US |
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Dr. Vivienne Cox |
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980 Great West Road
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Company Director |
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British |
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Lynn Elsenhans |
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980 Great West Road
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Company Director |
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US |
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Dr. Jesse Goodman |
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980 Great West Road
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Company Director |
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US |
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Dr. Laurie Glimcher |
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980 Great West Road
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Company Director |
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US |
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Judy Lewent |
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980 Great West Road
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Company Director |
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US
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Iain MacKay |
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980 Great West Road
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Executive Director & Chief Financial Officer |
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British |
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Urs Rohner
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980 Great West Road |
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Company Director |
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Swiss |
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Cusip No. H17182108 |
13D/A3 |
Page 6 of 7 |
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Name |
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Business Address |
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Principal Occupation or Employment |
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Citizenship |
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Jonathan Symonds |
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980 Great West Road |
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Chairman and Company Director |
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British |
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Corporate Executive Team
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Emma Walmsley |
980 Great West Road
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Executive Director and Chief Executive Officer |
British |
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Dr. Hal Barron |
269 E. Grand Avenue, South San Francisco, CA 94080
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Chief Scientific Officer & President, R&D
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US |
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Roger Connor |
980 Great West Road
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President, Global Vaccines |
Irish |
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Diana Conrad |
980 Great West Road
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Senior Vice President, Human Resoures |
Canadian |
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James Ford |
980 Great West Road
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Senior Vice President & General Counsel |
British & US |
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Nick Hirons |
980 Great West Road
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Senior Vice President, Global Ethics and Compliance |
British & US |
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Sally Jackson |
980 Great West Road
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Senior Vice President, Global Communications and CEO Office |
British |
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Iain MacKay |
980 Great West Road
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Executive Director & Chief Financial Officer |
British |
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Brian McNamara |
184 Liberty Corner Road |
Chief Executive Officer, GSK Consumer Healthcare |
US |
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Cusip No. H17182108 |
13D/A3 |
Page 7 of 7 |
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Luke Miels |
980 Great West Road
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President, Global Pharmaceuticals |
Australian |
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David Redfern |
980 Great West Road
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Chief Strategy Officer |
British |
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Regis Simard |
980 Great West Road
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President Pharmaceutical Supply Chain |
French & British |
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Karenann Terrell |
980 Great West Road
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Chief Digital and Technology Officer |
Canadian |
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Philip Thomson |
980 Great West Road
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President, Global Affairs |
British |
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Deborah Waterhouse |
980 Great West Road |
Chief Executive Officer of ViiV Healthcare |
British |