UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No.
2)*

 

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
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)

 

March 16, 2018

(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).

 



 

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
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
None

 

8.

Shared Voting Power
4,277,073

 

9.

Sole Dispositive Power
None

 

10.

Shared Dispositive Power
4,277,073

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,277,073

 

 

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)
10.1%*

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 42,387,435 shares of Common Stock, par value $0.0001 per share, outstanding as of February 28, 2018, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed by the Issuer with the Securities and Exchange Commission on March 14, 2018.

 

2



 

CUSIP No.   45826J105

 

 

1.

Names of Reporting Persons
Novartis AG

 

 

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)
AF

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Switzerland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
None

 

8.

Shared Voting Power
4,277,073

 

9.

Sole Dispositive Power
None

 

10.

Shared Dispositive Power
4,277,073

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
4,277,073

 

 

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)
10.1%*

 

 

14.

Type of Reporting Person (See Instructions)
CO

 


* This calculation is based on 42,387,435 shares of Common Stock, par value $0.0001 per share, outstanding as of February 28, 2018, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed by the Issuer with the Securities and Exchange Commission on March 14, 2018.

 

3


 


 

Explanatory Note

 

This Amendment No. 2 (the “Amendment No. 2”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 11, 2016 and amended on December 14, 2017 (the “Schedule 13D”). The Item below amends the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 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 5.  Interest in Securities of the Issuer

 

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“(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 42,387,435 shares of the Issuer’s common stock outstanding as of February 28, 2018, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed by the Issuer with the Securities and Exchange Commission on March 14, 2018, the Common Stock held by the Reporting Persons constitutes 10.1% 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.”

 

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“(c) The information contained in Items 3 and 4 to this Schedule 13D is herein incorporated by reference.

 

Effective March 16, 2018, NIBRI received 147,170 shares in a pro rata distribution from Atlas Venture Fund IX, L.P., of which NIBRI is a limited partner.

 

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.”

 

4



 

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: March 23, 2018

 

 

NOVARTIS INSTITUTES FOR BIOMEDICAL RESEARCH, INC.

 

 

 

 

 

 

 

By:

/s/ Scott A. Brown

 

 

Name:

Scott A. Brown

 

 

Title:

Authorized Signatory

 

 

 

 

 

NOVARTIS AG

 

 

 

 

 

By:

/s/ Jean-Baptiste Emery

 

 

Name:

Jean-Baptiste Emery

 

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

 

By:

/s/ Felix Eichhorn

 

 

Name:

Felix Eichhorn

 

 

Title:

Authorized Signatory

 

5



 

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

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; Head of Human Resources

 

Member of the Executive Committee; Head of Human Resources

 

Belgian

 

 

 

 

 

 

 

F. Michael (Mike) Ball

 

Member of the Executive Committee; CEO, Alcon

 

Member of the Executive Committee; CEO, Alcon

 

American

 

 

 

 

 

 

 

Elizabeth (Liz) Barrett

 

Member of the Executive Committee; CEO, Novartis Oncology

 

Member of the Executive Committee; CEO, Novartis Oncology

 

American

 

 

 

 

 

 

 

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; 250 Massachusetts Avenue, Cambridge, MA 02139, USA

 

American

 

 

 

 

 

 

 

Felix R. Ehrat, Ph.D.

 

Member of the Executive Committee; Group General Counsel

 

Member of the Executive Committee; Group General Counsel

 

Swiss

 

 

 

 

 

 

 

Richard Francis

 

Member of the Executive Committee; CEO, Sandoz

 

Member of the Executive Committee; CEO, Sandoz

 

British

 

6



 

Name

 

Relationship to
Novartis AG

 

Present Principal Occupation

 

Citizenship

Paul Hudson

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

Member of the Executive Committee; CEO, Novartis Pharmaceuticals

 

British

 

 

 

 

 

 

 

Harry Kirsch

 

Member of the Executive Committee; Chief Financial Officer

 

Member of the Executive Committee; Chief Financial Officer

 

German

 

 

 

 

 

 

 

André Wyss

 

Member of the Executive Committee; President, Novartis Operations and Country President for Switzerland

 

Member of the Executive Committee; President, Novartis Operations and Country President for Switzerland

 

Swiss

 

 

 

 

 

 

 

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 Consultant

 

Swiss

 

 

 

 

 

 

 

Nancy C. Andrews, M.D., Ph.D.

 

Director

 

Professor of Pediatrics, Pharmacology and Cancer Biology at the Duke University School of Medicine

 

American

 

 

 

 

 

 

 

Dimitri Azar, M.D., MBA

 

Director

 

Dean of the College of

 

American

 

7



 

 

 

 

 

Medicine and Professor of Ophthalmology, Bioengineering and Pharmacology at the University of Illinois at Chicago

 

 

 

 

 

 

 

 

 

Ton Buechner

 

Director

 

CEO and Chairman of the executive board of Akzo Nobel N.V., a multinational manufacturer of paints, performance coatings and specialty chemicals based in the Netherlands

 

Dutch

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

Arthur Lowes Dickinson Professor at the Graduate School of Business Administration at Harvard University

 

American

 

 

 

 

 

 

 

Elizabeth (Liz) Doherty

 

Director

 

Director of Dunelm Group plc, a home furnishings retailer based in the U.K.; and a director and member of the supervisory board and audit committee of Corbion NV, a Netherlands-based company active in the field of food ingredients and biochemicals

 

British

 

 

 

 

 

 

 

Ann Fudge

 

Director

 

Vice Chairman and Senior Independent Director of Unilever NV

 

American

 

 

 

 

 

 

 

Frans van Houten

 

Director

 

CEO and chairman of the executive committee and the board of management of Royal Philips, a focused health technology company

 

Dutch

 

8



 

Andreas von Planta, Ph.D.

 

Director

 

Partner at Lenz & Staehelin; Director of Helvetia Holding AG, a company providing life and non-life insurance and reinsurance products

 

Swiss

 

 

 

 

 

 

 

Charles L. Sawyers, M.D.

 

Director

 

Chair of the Human Oncology and Pathogenesis Program at Memorial Sloan-Kettering Cancer Center; Professor of Medicine and of Cell and Developmental Biology at the Weill Cornell Graduate School of Medical Sciences

 

American

 

 

 

 

 

 

 

William T. Winters

 

Director

 

CEO and director of Standard Chartered, a banking and financial services company based in London

 

British, American

 

9



 

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
for BioMedical Research, Inc.

 

Present Principal
Occupation

 

Citizenship

James (Jay) Bradner, M.D.

 

Vice Chairman of the Board of Directors; President of NIBR

 

Member of the Novartis AG Executive Committee; President of NIBR; Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland

 

American

 

 

 

 

 

 

 

Evan Beckman, M.D.

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Page Bouchard

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Karin Briner, Ph.D.

 

Vice President

 

Vice President, NIBR

 

Swiss

 

 

 

 

 

 

 

Scott Brown

 

Vice President and General Counsel; Chief Administrative Officer: Secretary

 

Vice President and General Counsel; Chief Administrative Officer: Secretary, NIBR

 

American

 

 

 

 

 

 

 

Fenella Chisholm

 

Vice President

 

Vice President, NIBR

 

British

 

 

 

 

 

 

 

Shaun Coughlin

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Ricardo Dolmetsch

 

Vice President

 

Vice President, NIBR

 

American, British, Colombian

 

 

 

 

 

 

 

Glenn Dranoff

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Jeffrey Engelman

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Remy Evard

 

Vice President and Chief Information Officer

 

Vice President and Chief Information Officer, NIBR

 

American

 

 

 

 

 

 

 

Don Ganem

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Cynthia Grosskreutz

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

John Hastewell

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Christian Klee

 

Vice President

 

Vice President, NIBR

 

Swiss

 

 

 

 

 

 

 

Haripriya Mannan

 

Assistant Secretary; Compliance Officer

 

Assistant Secretary; Compliance Officer, NIBR

 

American

 

 

 

 

 

 

 

Rachel Morgan

 

Vice President

 

Vice President, NIBR

 

British

 

 

 

 

 

 

 

Lilli Petruzzelli

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Jeffrey Porter

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Prakash Raman

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Revathi Rammohan

 

Vice President and Chief Financial Officer; Treasurer

 

Vice President and Chief Financial Officer; Treasurer, NIBR

 

British

 

 

 

 

 

 

 

Jean Silveri

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

Stephanie Sousa

 

Assistant Secretary

 

Assistant Secretary, NIBR

 

American

 

 

 

 

 

 

 

Ann Taylor

 

Vice President

 

Vice President, NIBR

 

American

 

 

 

 

 

 

 

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

 

10