Sec Form 13D Filing - Versant Venture Capital IV L.P. @ CRISPR Therapeutics AG

Sec Form 13D Filing - Versant Venture Capital IV L.P. filing for CRISPR Therapeutics AG (CRSP) - 2020-09-18

Insider filing report for Changes in Beneficial Ownership

Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment No. 3)*

CRISPR THERAPEUTICS AG

(Name of Issuer)

Common Shares, par value CHF 0.03 per share

(Title of Class of Securities)

H17182108

(CUSIP Number)

Versant Ventures IV, LLC

Robin L. Praeger

One Sansome Street, Suite 3630

San Francisco, CA 94104

415-801-8100

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

September 9, 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-1(f) or 240.13d-1(g), check the following box. ☐

*	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.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Venture Capital IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)

This Schedule 13D is filed by Versant Venture Management, LLC (“VVM”), Versant Venture Capital IV, L.P. (“VVC IV”), Versant Side Fund IV, L.P. (“VSF IV”), Versant Ventures IV, LLC (“VV IV”), Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Ventures V, LLC (“VV V”), Versant Venture Capital V (Canada), L.P. (“VVC CAN”), Versant Ventures V (Canada), L.P. (“VV V CAN”) and Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”). VV IV is the sole general partner of VVC IV and VSF IV. Brian G. Atwood (“Atwood”), Samuel D. Colella (“Colella”), Ross A. Jaffe (“Jaffe”), William J. Link (“Link”), Rebecca B. Robertson (“Robertson”), Bradley Bolzon, Ph.D (“Bolzon”), Charles M. Warden (“Warden”), Kirk G. Nielsen (“Nielsen”), Thomas Woiwode (“Woiwode”) and Robin L. Praeger (“Praeger”) are managing directors of VV IV. VV V is the sole general partner of VVC V, VAF V and VOA. Colella, Link, Bolzon, Praeger, Nielsen, Jerel C. Davis (“Davis”) and Woiwode are managing directors of VV V. VV V CAN GP is the sole general partner of VV V CAN, and, together with VVM, VVC IV, VSF IV, VV IV, VVC V, VV V, VAF V, VOA, VVC CAN, and VV V CAN GP, the “Reporting Persons”). VV V CAN is the sole general partner of VVC CAN. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are directors of VV V CAN GP. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

The shares are held by VVC IV. VV IV is the sole general partner of VVC IV and may be deemed to have voting and investment power over the securities held by VVC IV and as a result may be deemed to have beneficial ownership over such securities. Atwood, Colella, Jaffe, Link, Robertson, Bolzon, Warden, Nielsen, Woiwode and Praeger are managing directors of VV IV and share voting and dispositive power over the shares held by VVC IV.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Issuer’s quarterly report on Form10-Q for the quarter ended June 30, 2020, filed with the Securities and Exchange Commission on July 27, 2020 (the “Form 10-Q”).


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Side Fund IV, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

The shares are held by VSF IV. VV IV is the sole general partner of VSF IV and may be deemed to have voting and investment power over the securities held by VSF IV and as a result may be deemed to have beneficial ownership over such securities. Atwood, Colella, Jaffe, Link, Robertson, Bolzon, Warden, Nielsen, Woiwode and Praeger are managing directors of VV IV and share voting and dispositive power over the shares held by VSF IV.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Ventures IV, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	Includes (i) 2,074,817 shares held by VVC IV; and (ii) 12,303 shares held by VSF-IV. Atwood, Colella, Jaffe, Link, Robertson, Bolzon, Warden, Nielsen, Woiwode and Praeger are managing directors of VV IV and share voting and dispositive power over the shares held by VVC IV and VSF IV.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Venture Capital V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VVC V. VV V is the sole general partner of VVC V and may be deemed to have voting and investment power over the securities held by VVC V. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VVC V.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Affiliates Fund V, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VAF V. VV V is the sole general partner of VAF V and may be deemed to have voting and investment power over the securities held by VAF V. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VAF V.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Ophthalmic Affiliates Fund I, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

These shares are held by VOA. VV V is the sole general partner of VOA and may be deemed to have voting and investment power over the securities held by VOA. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VOA.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Ventures V, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Includes (i) 1,192,139 shares held by VVC V, (ii) 34,977 shares held by VAF, and (iii) 38,772 shares held by VOA. VV V is the sole general partner of VVC V, VAF and VOA and may be deemed to have voting and investment power over the securities held by VVC V, VAF and VOA. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VVC V, VAF and VOA.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Venture Capital V (Canada), L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Ontario, Canada

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Ventures V GP-GP (Canada), Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Ventures V (Canada), L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)	These shares are held by VVC CAN. VV V CAN GP is the sole general partner of VV V CAN and VV V CAN is the sole general partner of VVC CAN. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D


1.		Name of Reporting Persons Versant Venture Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒(1)
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	This Schedule 13D is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13D.

(2)

Includes certain shares that are held of record by VVM, for the benefit of Atwood, Colella, Link, Bolzon, Jaffe, Robertson, Warden, Barbara Lubash (“Lubash”) and Donald Milder (“Milder”), certain managing directors of VVM. Colella, Link, Bolzon, Jaffe, Robertson, Warden, Lubash and Milder, as managing directors of VVM share voting and dispositive power over the shares held by VVM.

(3)	This calculation is based upon 70,171,978 Common Shares outstanding as of July 23, 2020, as reported in the Form 10-Q.


CUSIP No. H17182108		13D

Explanatory Note:

This Amendment No 3. (“Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “Commission”) on November 3, 2016, as amended by Amendment No.1 filed with the Commission on September 15, 2017 and Amendment No.2 filed with the Commission on June 28, 2019 (collectively, the “Original 13D”). Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment have the meanings ascribed to them in the Original Schedule 13D.

Item 1. Security and Issuer

This joint statement on Schedule 13D/A is filed with respect to the common shares, par value CHF 0.03 per share (“Common Shares”), of CRISPR Therapeutics AG, a company incorporated under the laws of Switzerland (the “Issuer”). The address of the principal executive offices of the Issuer is Baarerstrasse 14, 6300 Zug, Switzerland.

Item 2. Identity and Background

This Amendment is filed by Versant Venture Management, LLC (“VVM”), Versant Venture Capital IV, L.P. (“VVC IV”), Versant Side Fund IV, L.P. (“VSF IV”), Versant Ventures IV, LLC (“VV IV”), Versant Venture Capital V, L.P. (“VVC V”), Versant Affiliates Fund V, L.P. (“VAF V”), Versant Ophthalmic Affiliates Fund I, L.P. (“VOA”), Versant Ventures V, LLC (“VV V”), Versant Venture Capital V (Canada), L.P. (“VVC CAN”), Versant Ventures V (Canada), L.P. (“VV V CAN”) and Versant Ventures V GP-GP (Canada), Inc. (“VV V CAN GP”). VV IV is the sole general partner of VVC IV and VSF IV. Brian G. Atwood (“Atwood”), Samuel D. Colella (“Colella”), Ross A. Jaffe (“Jaffe”), William J. Link (“Link”), Rebecca B. Robertson (“Robertson”), Bradley Bolzon, Ph.D (“Bolzon”), Charles M. Warden (“Warden”), Kirk G. Nielsen (“Nielsen”), Thomas Woiwode (“Woiwode”) and Robin L. Praeger (“Praeger”) are managing directors of VV IV. VV V is the sole general partner of VVC V, VAF V and VOA. Colella, Link, Bolzon, Praeger, Nielsen, Jerel C. Davis (“Davis”) and Woiwode are managing directors of VV V. VV V CAN GP is the sole general partner of VV V CAN, and, together with VVM, VVC IV, VSF IV, VV IV, VVC V, VV V, VAF V, VOA, VVC CAN, and VV V CAN GP, the “Reporting Persons”). VV V CAN is the sole general partner of VVC CAN. Colella, Link, Bolzon, Praeger, Nielsen, Davis and Woiwode are directors of VV V CAN GP. The Reporting Persons expressly disclaim status as a “group” for purposes of this Amendment.

Item 4. Purpose of Transaction

Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original Filing are hereby amended and supplemented by the addition of the following:

The Reporting Persons have previously reserved the right and continue to reserve the right, based on all relevant factors and subject to applicable law or other restrictions, at any time and from time to time, to acquire additional Common Shares or other securities of the Company, dispose of some or all of the Common Shares or other securities of the Company that it may own from time to time, in each case in open market or private transactions, block sales or otherwise or pursuant to ordinary stock exchange transactions effected through one or more broker-dealers whether individually or utilizing specific pricing or other instructions (including by means of Rule 10b5-1 programs), and review or reconsider their position, change their purpose, take other actions or formulate and implement plans or proposals with respect to any of the foregoing.

The Reporting Persons intend to review their investment in the Company from time to time on the basis of various factors, including the Company’s business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Company’s stock in particular, as well as other developments.

Item 5. Interest in Securities of the Issuer

Solely on behalf of, and only to the extent that it relates to the Reporting Persons, Item 5 of the Original Filing is hereby amended as follows:

(a) and (b) See Items 7-11 of the cover pages of this Amendment and Item 2 above.

(c) On September 9, 2020, VVC IV effected a pro rata distribution without additional consideration of 164,162 Common Shares to (i) VV IV, its general partner and (ii) its limited partners. VV IV then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its members.

On September 9, 2020, VSF IV effected a pro rata distribution without additional consideration of 974 Common Shares to (i) VV IV, its general partner and (ii) its limited partners. VV IV then effected a pro rata distribution without additional consideration of the shares that it received in connection with such distribution to its members.

On September 10, 2020, VVM sold 14,161 Common Shares at a weighted average price per share of $85.0269 for aggregate proceeds of approximately $1,204,065.93.

On September 10, 2020, VVM sold 8,684 Common Shares at a weighted average price per share of $85.8971 for aggregate proceeds of approximately $745,930.42.

On September 14, 2020, VVM sold 1,155 Common Shares at a weighted average price per share of $84.8877 for aggregate proceeds of approximately $98,045.29.

On September 16, 2020, VVM sold 8,965 Common Shares at a weighted average price per share of $86.9802 for aggregate proceeds of approxi mately $779,777.49.

(d) Under certain circumstances set forth in the respective limited partnership agreements of each of VVC IV, VSF IV, VVC V, VAF V, VOA and VVC CAN (the “Funds”), the respective general partners and limited partners of the Funds may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner.

(e) Not applicable.

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

Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:

Bradley Bolzon, Ph.D. (“Dr. Bolzon”), who is Chairman and Managing Director of VVM, is a member of the board of directors of the Issuer. In addition, in his capacity as a member of the board of directors of the Issuer, Dr. Bolzon may be entitled to receive stock options or other equity awards pursuant to the Issuer’s 2018 Stock Option and Incentive Plan, attached hereto as Exhibit 2.

Item 7. Materials to be Filed as Exhibits.


Exhibit 2:		2018 Stock Option and Incentive Plan and corresponding form of award agreements thereto (filed as Exhibit 10.20 to the Issuer’s annual report on Form 10-K, as filed with the Commission on March 8, 2018 (SEC File No. 001-37923) and incorporated herein by reference).

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.

September 18, 2020


Versant Venture Capital IV, L.P.
By: Versant Ventures IV, LLC
Its: General Partner



By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director



Versant Side Fund IV, L.P.
By: Versant Ventures IV, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director


Versant Ventures IV, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Venture Capital V, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Affiliates Fund V, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ophthalmic Affiliates Fund I, L.P.
By: Versant Ventures V, LLC
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Ventures V, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Versant Venture Capital V (Canada) L.P.
By: Versant Ventures V (Canada), L.P.
Its: General Partner
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director

Versant Ventures V (Canada), L.P.
By: Versant Ventures V GP-GP (Canada), Inc.
Its: General Partner

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director


Versant Ventures V GP-GP (Canada), Inc.


By:		/s/ Robin L. Praeger
		Robin L. Praeger, Director

Versant Venture Management, LLC

By:		/s/ Robin L. Praeger
		Robin L. Praeger, Managing Director

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

2,074,817 common shares (2)

Shared Voting Power

0

Sole Dispositive Power

2,074,817 common shares (2)

Shared Dispositive Power

0