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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1. Name and Address of Reporting Person^*

Haurwitz Rachel E.

(Last)

(First)

(Middle)

C/O INTELLIA THERAPEUTICS, INC.

130 BROOKLINE STREET, SUITE 201

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/05/2016

3. Issuer Name and Ticker or Trading Symbol
Intellia Therapeutics, Inc. [ NTLA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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 Stock	174,806⁽¹⁾	I	See Footnote⁽²⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Founder Stock	⁽³⁾	⁽³⁾	Common Stock	174,806	⁽³⁾	I	See Footnote⁽²⁾
Junior Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	5,244,234	⁽⁴⁾	I	See Footnote⁽²⁾

Explanation of Responses:

1. Restricted stock issued pursuant to equity award agreements that were subsequently transferred to Caribou Therapeutics Holdco, LLC ("Caribou Holdco"). 25% of the shares vested on July 31, 2015, and the remainder vest in substantially equal monthly installments at the end of each month thereafter, through July 31, 2018.

2. Represents shares held by Caribou Holdco. Caribou Holdco is a wholly-owned subsidiary of Caribou Biosciences, Inc. ("Caribou"). Rachel Haurwitz is a greater than 5% stockholder of Caribou, and the President, Chief Executive Officer and a director of Caribou. Dr. Haurwitz may be deemed to share voting and dispositive power with respect to the shares held by Caribou Holdco. Dr. Haurwitz disclaims beneficial ownership of such shares, except to the extent of her pecuniary interest therein, if any.

3. Founder Stock issued pursuant to equity award agreements that were subsequently transferred to Caribou Holdco. 25% of the shares vested on July 31, 2015, and the remainder vest in substantially equal monthly installments at the end of each month thereafter, through July 31, 2018. Each share of Founder Stock is convertible into 0.6465903 of a share of the Issuer's Common Stock at any time at the election of the holder and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

4. Each share of Junior Preferred Stock is convertible into 0.6465903 of a share of the Issuer's Common Stock at any time at the election of the holder and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

Remarks:

	/s/ Nicole Heifner, attorney-in-fact	05/05/2016
	** 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.
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