UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

SCHEDULE 13D

 

 

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

 

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)

 

February 27, 2020

(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
4,352,295

 

 

 

9.

 

Sole Dispositive Power
 None

 

 

 

10.

 

Shared Dispositive Power
4,352,295

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
4,352,295

 

 

 

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)
8.6%*

 

 

 

14.

 

Type of Reporting Person (See Instructions)
 CO

 

 

 

 

 

 

 

 


* This calculation is based on 50,507,681 shares of Common Stock, par value $0.0001 per share, outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020.

 

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
4,352,295

 

 

 

9.

 

Sole Dispositive Power
 None

 

 

 

10.

 

Shared Dispositive Power
4,352,295

 

 

 

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
4,352,295

 

 

 

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)
8.6%*

 

 

 

14.

 

Type of Reporting Person (See Instructions)
 CO

 

 

 

 

 

 

 

 


* This calculation is based on 50,507,681 shares of Common Stock, par value $0.0001 per share, outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020.

 

3


 

Explanatory Note

 

This Amendment No. 3 (the “Amendment No. 3”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 11, 2016 and amended on December 14, 2017 and March 23, 2018 (the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Item of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 3 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. 3.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and (b) of the Schedule 13D are hereby amended and restated in their 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 4,352,295 shares of Common Stock.  Each Reporting Person has shared voting and dispositive power with the other Reporting Person.

 

Based on the 50,507,681 shares of the Issuer’s common stock outstanding as of February 21, 2020, as reported by the Issuer on its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed by the Issuer with the Securities and Exchange Commission on February 27, 2020, the Common Stock held by the Reporting Persons constitutes 8.6% 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.”

 

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 30, 2020

 

 

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/ Daniel Weiss

 

 

Name:

Daniel Weiss

 

 

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

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

 

 

 

 

 

 

 

Ton Buechner

 

Director

 

Independent Director

 

Dutch

 

 

 

 

 

 

 

Patrice Bula

 

Director

 

Executive vice president and head of strategic business units, marketing, sales, and Nespresso, Nestle SA, Switzerland

 

Swiss

 

 

 

 

 

 

 

Srikant Datar, Ph.D.

 

Director

 

Arthur Lowes Dickinson Professor, Harvard Business School, US; Faculty Chair of the Harvard Innovation Lab, US; Senior Associate Dean for University Affairs, 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, D. Phil.

 

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

 

 

 

 

 

 

 

Susanne Schaffert, Ph.D.

 

Member of the Executive Committee; President, Novartis Oncology

 

Member of the Executive Committee; President, Novartis Oncology

 

German

 


 

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

 

 

 

 

 

 

 

Shannon Thyme Klinger

 

Member of the Executive Committee; Group General Counsel

 

Member of the Executive Committee; Group General Counsel

 

American

 

 

 

 

 

 

 

Richard Saynor

 

Member of the Executive Committee; Chief Executive Officer, Sandoz

 

Member of the Executive Committee; Chief Executive Officer, Sandoz

 

British

 

 

 

 

 

 

 

Marie-France Tschudin

 

Member of the Executive Committee; President, Novartis Pharmaceuticals

 

Member of the Executive Committee; President, Novartis Pharmaceuticals

 

Swiss

 

 

 

 

 

 

 

Harry Kirsch

 

Member of the Executive Committee; Chief Financial Officer

 

Member of the Executive Committee; Chief Financial Officer

 

German

 

 

 

 

 

 

 

Bertrand Bodson

 

Member of the Executive Committee; Chief Digital Officer

 

Member of the Executive Committee; Chief Digital Officer

 

Belgian

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

John Tsai, M.D.

 

Member of the Executive Committee; Global Head of Drug Development and Chief Medical Officer

 

Member of the Executive Committee; Global Head of Drug Development and Chief Medical Officer

 

American

 


 

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
for BioMedical Research, Inc.

 

Present Principal
Occupation

 

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

 

 

 

 

 

 

 

 Dimitris Agrafiotis

 

Chief Information Officer

 

Chief Information Officer, NIBR

 

American and Greek

 

 

 

 

 

 

 

Silvia Arber, Ph.D.

 

Senior Group Leader Musculoskeletal, FMI

 

Senior Group Leader Musculoskeletal, FMI, Novartis Campus, Lichstrasse 35, CH-4056, Basel, Switzerland

 

Swiss

 


 

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

 

 

 

 

 

 

 

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 Hannover, NJ 07936

 

American

 

 

 

 

 

 

 

Ricardo Dolmetsch, Ph.D.

 

Global Head, Neuroscience

 

Global Head, Neuroscience, NIBR

 

American, British, Colombian

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

Jerry Joyce

 

Institute Director, GNF

 

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

 

 

 

 

 

 

 

En Li, Ph.D.

 

Head CNIBR

 

Head CNIBR, Novartis Shanghai Campus, 4218 Kinke Road, Pudong New Area, Shanghai, China 201203

 

American

 

 

 

 

 

 

 

Jeffrey Lockwood

 

Head, NIBR Communications

 

Head, NIBR Communications, NIBR

 

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

 

 

 

 

 

 

 

Jeffrey Porter

 

Head Chemical Biology and Therapeutics 

 

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

 

Senior Group Leader, Musculoskeletal, 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

 

 

 

 

 

 

 

Wendi Yajnik, Ph.D.

 

Global Head of Academic Partnerships and External Innovation

 

Global Head of Academic Partnerships and External Innovation, NIBR

 

American