UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
(Amendment No. 5)*
Intellia Therapeutics, Inc.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
45826J105
(CUSIP Number)
Scott A. Brown
General Counsel and
Chief Administrative Officer
Novartis Institutes for BioMedical Research, Inc.
250 Massachusetts Avenue
Cambridge, MA 02139
(617) 871-8000
With a copy to:
G. Scott Lesmes, Esq.
Hillary P. Daniels, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue NW, Suite 6000
Washington, D.C. 20006
(202) 887-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 21, 2021
(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-l(f) or 240.13d-l(g), check the following box. ¨
*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).
CUSIP No. 45826J105 | |||
| 1. | Names of Reporting Persons Novartis Institutes for BioMedical Research, Inc. | ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| ||
| (a) | o | ||
| (b) | o | ||
| 3. | SEC Use Only
| ||
| 4. | Source of Funds (See Instructions) WC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
| ||
| 6. | Citizenship or Place of Organization
| ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
| |||
| 8. | Shared
Voting Power
| ||||
| 9. | Sole Dispositive Power
| ||||
| 10. | Shared Dispositive Power
| ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
| ||||
| 13. | Percent of Class Represented by Amount in Row (11)
| ||||
| 14. | Type of Reporting Person (See Instructions)
| ||||
* This calculation is based on 59,080,783 shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the Securities and Exchange Commission (“SEC”) on November 5, 2020.
2
| CUSIP No. 45826J105 | |||
| 1. | Names
of Reporting Persons
| ||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
| ||
| (a) | ¨
| ||
| (b) | ¨
| ||
| 3. | SEC Use Only
| ||
| 4. | Source
of Funds (See Instructions)
| ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
| ||
| 6. | Citizenship
or Place of Organization Switzerland | ||
| Number of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power
| |||
| 8. | Shared Voting Power 2,176,148 | ||||
| 9. | Sole Dispositive Power
| ||||
| 10. | Shared Dispositive Power 2,176,148 | ||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
| ||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| ||||
| 13. | Percent of Class Represented by Amount in Row (11)
| ||||
| 14. | Type of Reporting Person (See Instructions)
| ||||
* This calculation is based on 59,080,783 shares of Common Stock, outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the SEC on November 5, 2020.
3
Explanatory Note
This Amendment No. 5 (the “Amendment No. 5”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 11, 2016 and amended on December 14, 2017, March 23, 2018, March 30, 2020 and August 20, 2020 (the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended such that all references to Schedule I contained within Item 2 and otherwise within the Schedule 13D shall refer to the Schedule I included in this Amendment No. 5.
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“(a)-(b) As of the date hereof, each of the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of 2,176,148 shares of Common Stock. Each Reporting Person has shared voting and dispositive power with the other Reporting Person.
Based on the 59,080,783 shares of Common Stock outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the SEC on November 5, 2020, the Common Stock held by the Reporting Persons constitutes 3.7% of the outstanding shares of Common Stock of the Issuer.
NIBRI is a wholly-owned indirect subsidiary of Novartis. Novartis, as the parent company of NIBRI, may be deemed to beneficially own all of the shares of Common Stock held directly by NIBRI.
(c) The price per share, exclusive of any fees, commissions or other expenses for the sales made by the Reporting Persons in the past 60 days are as set forth in the following table:
| Reporting Person | Sale Date | Shares Sold | Weighted Average Price Per Share | Price Range for Shares Sold |
| NIBRI | 1/19/21 | 185,914 | $83.56 | $81.86 to $85.09 |
| NIBRI | 1/20/21 | 107,814 | $82.64 | $80.52 to $85.46 |
| NIBRI | 1/21/21 | 1,882,419 | $67.97 | $67.51 to $82.51 |
4
The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c) to this Schedule 13D.
The shares were sold in ordinary brokers’ transactions. Except as reported in this Item 5, none of the Reporting Persons has effected a transaction in shares of the Issuer’s common stock during the past 60 days.
(d) Not applicable.
(e) January 21, 2021.''
5
SIGNATURES
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.
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them.
Dated: January 22, 2021
| NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC. | |||
| By: | /s/ Scott A. Brown | ||
| Name: | Scott A. Brown | ||
| Title: | Authorized Signatory | ||
| NOVARTIS AG | |||
| By: | /s/ Christian Rehm | ||
| Name: | Christian Rehm | ||
| Title: | Authorized Signatory | ||
| By: | /s/ Lukas Foertsch | ||
| Name: | Lukas Foertsch | ||
| Title: | Authorized Signatory | ||
6
Schedule I
DIRECTORS AND EXECUTIVE OFFICERS OF
NOVARTIS AG AND NOVARTIS INSTITUTES FOR
BIOMEDICAL
RESEARCH, INC.
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS AG
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis AG are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis AG and (ii) the business address of each director and executive officer of Novartis AG is Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland.
| Name | Relationship to Novartis AG |
Present Principal Occupation | Citizenship | |||||
| Joerg Reinhardt, Ph.D. | Chairman of the Board of Directors | Chairman of the Board of Directors | German | |||||
| Enrico Vanni, Ph.D. | Vice Chairman of the Board of Directors | Independent Director | Swiss | |||||
| Nancy C. Andrews, M.D., Ph.D. | Director | Dean emerita, vice chancellor emerita for academic affairs, Duke University School of Medicine, US; Nanaline H. Duke Professor of Pediatrics, pharmacology and cancer biology, Duke University, US | American/Swiss | |||||
| Ton Buechner | Director | Independent Director | Dutch/Swiss | |||||
| Patrice Bula | Director | Executive vice president and head of strategic business units, marketing, sales, and Nespresso, Nestlé SA, Switzerland | Swiss |
| Srikant Datar, Ph.D. | Director | Dean of the Faculty and George F. Baker Professor of Administration, Harvard Business School, US | American | |||||
| Elizabeth (Liz) Doherty | Director | Independent Director | British | |||||
| Ann Fudge | Director | Independent Director | American | |||||
| Bridgette Heller | Director | Co-founder and Chief Executive Officer, Shirley Proctor Puller Foundation, US | American | |||||
| Frans van Houten | Director | Chief Executive Officer and chairman of the executive committee and the board of management, Royal Philips NV, Netherlands | Dutch | |||||
| Simon Moroney | Director | Independent Director | German/New Zealander | |||||
| Andreas von Planta, Ph.D. | Director | Senior Counsel, Lenz & Staehelin, Switzerland | Swiss | |||||
| Charles L. Sawyers, M.D. | Director | Chair of the Human Oncology and Pathogenesis Program, Memorial Sloan-Kettering Cancer Center, US; Professor of Medicine and of Cell and Developmental Biology, Weill Cornell Graduate School of Medical Sciences, US | American |
| William T. Winters | Director | Chief Executive Officer and director of Standard Chartered PLC, UK | British, American |
| Vasant (Vas) Narasimhan, M.D. | Member of the Executive Committee; Chief Executive Officer | Member of the Executive Committee; Chief Executive Officer | American | |||
| Steven Baert | Member of the Executive Committee; Chief People and Organization Officer | Member of the Executive Committee; Chief People and Organization Officer | Belgian | |||
| Bertrand Bodson | Member of the Executive Committee; Chief Digital Officer | Member of the Executive Committee; Chief Digital Officer | Belgian | |||
| James (Jay) Bradner, M.D. | Member of the Executive Committee; President, Novartis Institutes for BioMedical Research | Member of the Executive Committee; President, Novartis Institutes for BioMedical Research | American | |||
| Harry Kirsch | Member of the Executive Committee; Chief Financial Officer | Member of the Executive Committee; Chief Financial Officer | German/Swiss | |||
| Shannon Thyme Klinger | Member of the Executive Committee; Chief Legal Officer | Member of the Executive Committee; Chief Legal Officer | American | |||
| Steffen Lang, Ph.D. | Member of the Executive Committee; Global Head of Novartis Technical Operations | Member of the Executive Committee; Global Head of Novartis Technical Operations | German/Swiss | |||
| Klaus Moosmayer, Ph.D. | Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer | Member of the Executive Committee; Chief Ethics, Risk and Compliance Officer | German | |||
| Richard Saynor | Member of the Executive Committee; Chief Executive Officer, Sandoz | Member of the Executive Committee; Chief Executive Officer, Sandoz | British | |||
| Susanne Schaffert, Ph.D. | Member of the Executive Committee; President, Novartis Oncology | Member of the Executive Committee; President, Novartis Oncology | German |
| John Tsai, M.D. | Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer | Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer | American | |||
| Marie-France Tschudin | Member of the Executive Committee; President, Novartis Pharmaceuticals | Member of the Executive Committee; President, Novartis Pharmaceuticals | Swiss | |||
| Robert Weltevreden | Member of the Executive Committee; Head of Novartis Business Services | Member of the Executive Committee; Head of Novartis Business Services | Dutch |
DIRECTORS AND EXECUTIVE OFFICERS OF NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.
The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of Novartis Institutes for BioMedical Research, Inc. (“NIBR”) are set forth below. Unless otherwise indicated below, (i) each occupation set forth opposite an individual’s name refers to employment with Novartis Institutes for BioMedical Research, Inc. and (ii) the business address of each director and executive officer for Novartis Institutes for BioMedical Research, Inc. is 250 Massachusetts Avenue, Cambridge, MA 02139, USA.
Name | Relationship to Novartis Institutes | Present Principal | Citizenship | |||
| Joerg Reinhardt, Ph.D. | Chairman of the Board of Directors | Chairman of the Board of Directors, NIBR; Chairman of the Board of Directors; Novartis AG; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | German | |||
| Thomas Kendris | Director | President, Novartis Corporation; US Country President, Novartis Pharmaceuticals; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | American | |||
| Harry Kirsch | Director | Member of the Novartis AG Executive Committee; Chief Financial Officer, Novartis AG; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | German | |||
| James (Jay) Bradner, M.D. | Vice Chairman of the Board of Directors; President | Member of the Novartis AG Executive Committee; President of NIBR; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | American | |||
| Mark Borowsky | Chief Information Officer | Chief Information Officer, NIBR | American | |||
| Evan Beckman, M.D. | Global Head Translational Medicine | Global Head Translational Medicine, NIBR | American | |||
| Tewis Bouwmeester, Ph.D. | Head DAx, CBT, NIBR Site Head Switzerland | Head DAx, CBT, NIBR Site Head Switzerland, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | Netherlands | |||
| Karin Briner, Ph.D. | Head, Chemistry | Head, Chemistry, NIBR | Swiss | |||
| Julie McCarthy | Officer of NIBR | General Counsel and Vice President Legal, GNF | American |
| Scott Brown | Vice President and General Counsel; Chief Administrative Officer; Secretary | Vice President and General Counsel; Chief Administrative Officer; Secretary, NIBR | American | |||
| Christian Bruns, Ph.D. | Global Head, ATI | Global Head, ATI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | German | |||
| Fenella Chisholm | Global Head People & Organization | Global Head People & Organization, NIBR | British | |||
| Stephen Cho, Ph.D. | Global Head, Portfolio Management | Global Head, Portfolio Management, NIBR | American | |||
| Shaun Coughlin | Global Head CVM | Global Head CVM, NIBR | American | |||
| Thierry Diagana, Ph.D. | Head NITD | Head NITD, One Health Plaza, East Hanover, NJ 07936 | American | |||
| Christian Klee | Officer of NIBR | Country CFO USA and President, Novartis Corporation | American and Swiss | |||
| Glenn Dranoff, M.D. | Global Head, Exploratory Immuno-Oncology | Global Head, Exploratory Immuno-Oncology, NIBR | American | |||
| Jeffrey Engelman, M.D., Ph.D. | Oncology Disease Area Head | Oncology Disease Area Head, NIBR | American | |||
| Mairead Goetz | Global Head, NIBR SciOps | Global Head, NIBR SciOps | Irish | |||
| Philip Gotwals, Ph.D. | Global Head BD&L | Global Head BD&L, NIBR | American | |||
| Cynthia Grosskreutz, M.D., Ph.D. | Global Head Ophthalmology Diseases | Global Head Ophthalmology Diseases, NIBR | American | |||
| Gerald (Jerry) Joyce | Institute Director, GNF, Officer NIBR | Institute Director, GNF, Genomics Institute of the Novartis Research Foundation, 10675 John Jay Hopkins Drive, San Diego, CA 92121 | American | |||
| Michaela Kneissel, Ph.D. | Global Head Musculoskeletal | Global Head Musculoskeletal, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | Austrian |
| XingLi Wang | Head of CNIBR | Head of GDD China, Novartis Shanghai Campus, 4218 Kinke Road, Pudong New Area, Shanghai, China 201203, CNIBR | American and Australian | |||
| Jeffrey Lockwood | Officer of NIBR | Head, Newsroom & Channel Management, NBS | American | |||
| Vishal Patel, Ph.D. | Chief of Staff | Chief of Staff, NIBR | American | |||
| Thomas Pietzonka, Dr. sc. nat | Global Head Biotherapeutic and Analytical Tech | Global Head Biotherapeutic and Analytical Tech, NIBR, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | Swiss | |||
| John Tallarico | Head Chemical Biology and Therapeutics | Head Chemical Biology and Therapeutics, NIBR | American | |||
| Jeffrey Porter | Officer of NIBR, Head CBT | Head Chemical Biology and Therapeutics, NIBR | American | |||
| Revathi Rammohan | Chief Financial Officer and Head of Research Operations; Treasurer | Chief Financial Officer and Head of Research Operations; Treasurer, NIBR | British | |||
| Dirk Schuebeler, Ph.D. | Senior Group Leader, Musculoskeletal, FMI | Director of FMI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland | German | |||
| Alice Shaw, M.D., Ph.D. | Global Head Translational Clinical Oncology | Global Head Translational Clinical Oncology, NIBR | American | |||
| Jean Silveri | Global Head R&D IP | Global Head R&D IP, NIBR | American | |||
| Fiona Spence, Ph.D. | Global Head of Preclinical Safety | Global Head of Preclinical Safety, NIBR | United Kingdom | |||
| Vendana (Wendi) Yajnik, Ph.D. | Global Head of Academic Partnerships and External Innovation | Global Head of Academic Partnerships and External Innovation, NIBR | American |
| Haripriya (Priya) Mannan | Assistant Secretary NIBR Board | Executive Director and Associate General Counsel, NIBR | American | |||
| Patricia (Pat) Sestak | Assistant Treasurer NIBR Board | US Head of Tax & Insurance, Novartis Corporation | American | |||
| Rachel Morgan | Officer of NIBR | Global Head of Clinical Science and Innovations, NIBR | British |