Intellia Therapeutics

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Atlas Venture Fund IX, L.P.

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2017		J⁽¹⁾		700,000	D	⁽¹⁾	3,729,788	D⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Atlas Venture Fund IX, L.P.

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates IX, L.P.

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Atlas Venture Associates IX, LLC

(Last)

(First)

(Middle)

25 FIRST STREET, SUITE 303

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

Explanation of Responses:

1. On March 3, 2017, Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX") distributed, for no consideration, 700,000 shares of the Issuer's Common Stock pro-rata to its partners, including its limited partners and its general partner, Atlas Venture Associates IX, L.P. ("AVA IX LP"), in accordance with the exemptions afforded by Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Act").

2. The shares are held directly by Atlas Venture Fund IX. Each of AVA IX LP and Atlas Venture Associates IX, LLC, its general partner ("AVA IX LLC") disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.

Remarks:

	Atlas Venture Fund IX, LP By: Atlas Venture Associates IX, LP, its general partner By: Atlas Venture Associate IX, LLC, its general partner By: /s/ Frank Castellucci, General Counsel	03/07/2017
	Atlas Venture Associates IX, L.P. By: Atlas Venture Associates IX, LLC, its general partner, By: /s/ Frank Castellucci, General Counsel	03/07/2017
	Atlas Venture Associates IX, LLC, By: /s/ Frank Castellucci, General Counsel	03/07/2017
	** Signature of Reporting Person	Date
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