Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(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. o

* 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).

* This calculation is based on 35,996,265 shares of Common Stock, par value $0.0001 per share, outstanding as of May 11, 2016 upon the closing of the Issuer’s initial public offering and the concurrent private placements, as reported in the Issuer’s prospectus dated May 5, 2016 (the “Final Prospectus”) filed with the Securities and Exchange Commission (the “SEC”) on May 6, 2016 pursuant to Rule 424(b)(4) of the Securities Act of 1933, as amended (the “Securities Act”) after giving effect to the additional 900,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

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* This calculation is based on 35,996,265 shares of Common Stock, par value $0.0001 per share, outstanding as of May 11, 2016 upon the closing of the Issuer’s initial public offering and the concurrent private placements, as reported in the Final Prospectus filed with the SEC on May 6, 2016 pursuant to Rule 424(b)(4) of the Securities Act after giving effect to the additional 900,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option.

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Item 1.  Security and Issuer

This Statement on Schedule 13D relates to the common stock, par value $0.0001 per share (the “Common Stock”) of Intellia Therapeutics, Inc., a Delaware corporation (the “Issuer”).  The Issuer’s principal executive offices are located at 130 Brookline Street, Suite 201, Cambridge, Massachusetts 02139.

Item 2.  Identity and Background

(a) This Schedule 13D is being filed by Novartis Institutes for BioMedical Research, Inc. (“NIBRI”) and Novartis AG (“Novartis”). NIBRI and Novartis are hereinafter collectively referred to as the “Reporting Persons.”

(b) The principal business address of NIBRI is 250 Massachusetts Avenue, Cambridge, MA 02139.  The principal business address of Novartis is Lichtstrasse 35, CH-4056 Basel, Switzerland.

(c) NIBRI is a company organized under the laws of the State of Delaware and is a wholly-owned indirect subsidiary of Novartis. NIBRI is a research organization that works to discover innovative medicines that treat disease and improve human health.

Novartis is a corporation organized under the laws of Switzerland and is the publicly owned parent of a multinational group of companies specializing in the research, development, manufacturing and marketing of a broad range of healthcare products, led by innovative pharmaceuticals. Novartis is the 100% indirect owner of NIBRI.

(d)-(e) Neither the Reporting Persons nor, to the best knowledge of each of them, any of the executive officers and members of the Board of Directors of each of the Reporting Persons set forth on Schedule I hereto, during the last five years, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The name, business address, present principal occupation or employment and citizenship of the executive officers and members of the Board of Directors of each of the Reporting Persons is set forth on Schedule I hereto and is herein incorporated by reference.

Item 3.  Source and Amount of Funds or Other Consideration

NIBRI acquired 4,761,905 of the Issuer’s Class A-1 Preferred Units, 2,666,666 of the Issuer’s Class A-2 Preferred Units and 761,905 shares of the Issuer’s Series B preferred stock at various times between September 2014 and August 2015.  On August 20, 2015, the Issuer completed a series of transactions pursuant to which Intellia Therapeutics, LLC, its former sole stockholder and holding company parent, merged with and into the Issuer, and the Issuer continued to exist as the surviving corporation (the “Reorganization”). In connection with the Reorganization, NIBRI’s preferred units were exchanged for shares of preferred stock on a one-for-one basis. Such shares of preferred stock automatically converted to shares of Common Stock on a one-for-0.6465903 basis upon the closing of the Issuer’s initial public offering without payment of consideration.  On May 11, 2016, NIBRI acquired 277,777 shares of Common Stock in a private placement concurrent with the closing of the Issuer’s initial public offering at a price per share equal to the public offering price of $18.00 per share.

The source of funds for the purchases of the Issuer’s securities was working capital of NIBRI.

Item 4.  Purpose of Transaction

The information contained in Item 3 above is herein incorporated by reference.

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All shares of Common Stock reported acquired by the Reporting Persons in this Schedule 13D were acquired for the purpose of investment and were not intended to and did not effect any change in the control of the Issuer.

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer’s shares of Common Stock in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time. If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Common Stock or otherwise, they may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions. Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

Except as described above, none of the Reporting Persons currently has any plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.

Item 5.  Interest in Securities of the Issuer

(a) As of the date hereof, 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 the shares of Common Stock described in Item 3 above. NIBRI is a wholly-owned indirect subsidiary of Novartis.

Based on the 35,996,265 shares of the Issuer’s common stock outstanding as of May 11, 2016 upon the closing of the Issuer’s initial public offering and the concurrent private placements, as reported in the Final Prospectus, and after giving effect to the additional 900,000 shares of Common Stock issued and sold by the Issuer to the underwriters pursuant to the underwriters’ option, the Common Stock held by the Reporting Persons constitutes 15.48% of the outstanding shares of Common Stock of the Issuer.

Novartis, as the parent company of NIBRI, may be deemed to beneficially own all of the shares of Common Stock held directly by NIBRI.

(b) With respect to the number of shares of Common Stock as to which each Reporting Person has:

(i) sole power to vote or to direct the vote with respect to such shares of Common Stock, please see row 7 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

(ii) shared power to vote or to direct the vote with respect to such shares of Common Stock, please see row 8 of the applicable cover sheet to this Schedule 13D for such Reporting Person;

(iii) sole power to dispose or direct the disposition of such shares of Common Stock, please see row 9 of the applicable cover sheet to this Schedule 13D for such Reporting Person; and

(iv) shared power to dispose or to direct the disposition of such shares of Common Stock, please see row 10 of the applicable cover sheet to this Schedule 13D for such Reporting Person.

(c) The information contained in Items 3 and 4 to this Schedule 13D is herein incorporated by reference.  Except as disclosed herein, none of (i) the Reporting Persons and (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule I of this Schedule 13D, has effected any transaction in the Issuer’s Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On August 20, 2015, the Issuer, NIBRI and the other stockholders party thereto entered into an investors’ rights agreement (the “Original Investors’ Rights Agreement” and, together with Amendment No. 1 to the Original Investors’ Rights Agreement, dated April 11, 2016, and Amendment No. 2 to the Original Investors’ Rights Agreement, dated April 27, 2016, the “Investors’ Rights Agreement”), pursuant to which, among other things, (i) NIBRI has the right to require the Issuer to register the shares of Common Stock held by it under the Securities Act under specified circumstances, (ii) NIBRI has incidental registration rights, subject to specified exceptions, if the Issuer proposes to file a registration statement to register any of its securities under the Securities Act, either for the Issuer’s own account or for the account of any of its stockholders, other than pursuant to the demand registration rights described in clause (i) and other than pursuant to a Form S-4 or Form S-8, and (iii) the Issuer is required to pay all registration expenses, including registration fees, printing expenses, fees and disbursements of the Issuer’s counsel and accountants and reasonable fees and disbursements of one counsel representing any selling stockholders, other than any underwriting discounts and commissions, related to any demand or incidental registration.

In addition, NIBRI entered into a lock-up agreement (the “Lock-Up Agreement”) in connection with the Issuer’s initial public offering, pursuant to which NIBRI has agreed, for a period of 180 days after the initial public offering date set forth in the Final Prospectus, not to (i) offer, sell, pledge, contract to sell, purchase any option to sell, grant any option for the purchase of, lend, or otherwise dispose of, or require the Issuer to file with the SEC a registration statement under the Securities Act to register, any shares of the Issuer’s Common Stock or any securities convertible into, exercisable for or exchangeable for the Issuer’s Common Stock, whether any such transaction is to be settled by delivery of shares of the Issuer’s Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any such transaction, or (ii) enter into any swap or other derivative transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of the Issuer’s Common Stock, whether any such transaction is to be settled by delivery of shares of the Issuer’s Common Stock or other securities, in cash or otherwise, or publicly disclose the intention to enter into any such transaction.

The Issuer entered into a Common Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with NIBRI, pursuant to which NIBRI agreed to purchase $5.0 million of the Company’s Common Stock in a private placement concurrent with the completion of the initial public offering at a price per share equal to the public offering price.  The 277,777 shares of the Company’s Common Stock NIBRI acquired from the Issuer, based upon the public offering price of $18.00 per share, were exempt from registration under Section 4(a)(2) of the Securities Act.

The above summaries of the Investors’ Rights Agreement, the Lock-Up Agreement and the Common Stock Purchase Agreement (collectively, the “Agreements”) are qualified by reference to such descriptions and the full texts of the Agreements, which are filed as exhibits to this Schedule 13D and herein incorporated by reference.

Except as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Material to Be Filed as Exhibits

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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.

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: May 11, 2016

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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, Lichtstrasse 35, CH-4056, Basel, Switzerland.

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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. 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.

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EXHIBIT INDEX

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Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. The undersigned acknowledge that each is responsible for the timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness or accuracy of the information concerning the others of the undersigned, except to the extent that it knows or has reason to believe that such information is inaccurate or incomplete. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of May 9, 2016.