Sec Form 4 Filing - Caribou Therapeutics Holdco, LLC @ Intellia Therapeutics, Inc. - 2016-05-11

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Caribou Therapeutics Holdco, LLC 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) (Last) (First) (Middle) 2929 7TH STREET, SUITE 105 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2016 (Street) BERKELEY, CA94710 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 05/11/2016 C 174,806 A 349,612 D ( 2 ) Common Stock 05/11/2016 C 5,244,234 A 5,593,846 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Founder Stock ( 1 ) 05/11/2016 C 270,352 ( 1 ) ( 4 ) Common Stock 174,806 $ 0 0 D ( 2 ) Junior Preferred Stock ( 3 ) 05/11/2016 C 8,110,599 ( 3 ) ( 4 ) Common Stock 5,244,234 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Caribou Therapeutics Holdco, LLC 2929 7TH STREET, SUITE 105 BERKELEY, CA94710 X Caribou Biosciences, Inc. 2929 7TH STREET, SUITE 105 BERKELEY, CA94710 X Signatures CARIBOU THERAPEUTICS HOLDCO, LLC, By: /s/ Nicole Heifner, attorney-in-fact 05/11/2016 Signature of Reporting Person Date CARIBOU BIOSCIENCES, INC., By: /s/ Nicole Heifner, attorney-in-fact 05/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Founder Stock was automatically converted into 0.6465903 of a share of the Issuer's Common Stock upon the closing of the Issuer's initialpublic offering without payment of further consideration. ( 2 )Caribou Therapeutics Holdco, LLC ("Caribou Holdco") is a wholly-owned subsidiary of Caribou Biosciences, Inc. ("Caribou"). Caribou may be deemed to share voting and dispositive power with respect to the shares held by Caribou Holdco. Caribou disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, if any. ( 3 )Each share of Junior Preferred Stock was automatically converted into 0.6465903 of a share of the Issuer's Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration. ( 4 )Not applicable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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