0000899243-16-031911.txt : 20161018 0000899243-16-031911.hdr.sgml : 20161018 20161018194541 ACCESSION NUMBER: 0000899243-16-031911 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161018 FILED AS OF DATE: 20161018 DATE AS OF CHANGE: 20161018 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CRISPR Therapeutics AG CENTRAL INDEX KEY: 0001674416 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 473173478 BUSINESS ADDRESS: STREET 1: 200 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 6173154600 MAIL ADDRESS: STREET 1: 200 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BAYER AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001144145 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37923 FILM NUMBER: 161941689 BUSINESS ADDRESS: STREET 1: BAYERWERK, GEBAEUDE W11 STREET 2: KAISER-WILHELM-ALLEE CITY: LEVERKUSEN STATE: 2M ZIP: D-51368 BUSINESS PHONE: 492143081933 MAIL ADDRESS: STREET 1: BAYERWERK, GEBAEUDE W11 STREET 2: KAISER-WILHELM-ALLEE CITY: LEVERKUSEN STATE: 2M ZIP: D-51368 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bayer Global Investments B.V. CENTRAL INDEX KEY: 0001685417 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37923 FILM NUMBER: 161941690 BUSINESS ADDRESS: STREET 1: C/O CRISPR THERAPEUTICS AG STREET 2: 200 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-315-4600 MAIL ADDRESS: STREET 1: C/O CRISPR THERAPEUTICS AG STREET 2: 200 SIDNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-10-18 0 0001674416 CRISPR Therapeutics AG CRSP 0001685417 Bayer Global Investments B.V. ENERGIEWEG 1 3641 RT MIJDRECHT P7 NETHERLANDS 0 0 1 0 0001144145 BAYER AKTIENGESELLSCHAFT KAISER - WILHEM - ALLEE 51368 LEVERKUSEN 2M GERMANY 0 0 1 0 Common Shares 5105330 D Bayer Global Investments B.V. ("Bayer BV") is the Direct Owner of 2,605,330 common shares of CRISPR Therapeutics AG ("CRISR"). Pursuant to a Subscription Agreement dated December 19, 2015, Bayer BV has agreed to purchase concurrently with the initial public offering of CRISPR in a private placement $35 million common shares at a price equal to the public offering price of $14.00, subject to the terms and conditions of the subscription agreement. This Form 3 is a joint filing of Bayer B.V. and Bayer AG. Bayer AG is the 100% Indirect Owner through subsidiaries of the same shares as to which Bayer Global Investments B.V. is the Direct Owner. The Subscription Agreement is incorporated by reference to Exhibit 4.1 of the Form S-1 Registration Statement of CRISPR Dated September 9, 2016. (2) Exhibit 24: Power of Attorney with respect to Bayer Global Investments B.V. /s/ Dr. Paul Fort, Attorney-in-fact on behalf of Bayer Global Investments B.V.(2) 2016-10-18 /s/ Dr. Paul Fort on behalf of Bayer AG 2016-10-18 /s/ Dr. Stephan Semrau on behalf of Bayer AG 2016-10-18 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      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