Sec Form 13D Filing - Novartis Institutes for BioMedical Research Inc. filing for INTELLIA THERAPEUTICS INC (NTLA) - 2021-01-22

  

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549    

         

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

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, Esq.

Hillary P. Daniels, Esq.
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)

 

January 21, 2021

(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. ¨

 

*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 2,176,148
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power 2,176,148
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,176,148
	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) 3.7%*
	14.	Type of Reporting Person (See Instructions)  CO

* This calculation is based on 59,080,783 shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the Securities and Exchange Commission (“SEC”) on November 5, 2020.

 

 

CUSIP No. 45826J105
	1.	Names of Reporting Persons  Novartis AG
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	¨
		(b)	¨
	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) ¨
	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 2,176,148
			9.	Sole Dispositive Power  None
			10.	Shared Dispositive Power 2,176,148
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,176,148
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
	13.	Percent of Class Represented by Amount in Row (11) 3.7%*
	14.	Type of Reporting Person (See Instructions)  CO, HC

 

 

* This calculation is based on 59,080,783 shares of Common Stock, outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the SEC on November 5, 2020.

 

 

Explanatory Note

 

This Amendment No. 5 (the “Amendment No. 5”) amends the statement on Schedule 13D originally filed by the Reporting Persons on May 11, 2016 and amended on December 14, 2017, March 23, 2018, March 30, 2020 and August 20, 2020 (the “Schedule 13D”). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 5 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. 5.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and restated in its 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 2,176,148 shares of Common Stock. Each Reporting Person has shared voting and dispositive power with the other Reporting Person.

 

Based on the 59,080,783 shares of Common Stock outstanding as of October 30, 2020, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed by the Issuer with the SEC on November 5, 2020, the Common Stock held by the Reporting Persons constitutes 3.7% 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.

 

(c) The price per share, exclusive of any fees, commissions or other expenses for the sales made by the Reporting Persons in the past 60 days are as set forth in the following table:

 

 

Reporting Person	Sale Date	Shares Sold	Weighted Average Price Per Share	Price Range for Shares Sold
NIBRI	1/19/21	185,914	$83.56	$81.86 to $85.09
NIBRI	1/20/21	107,814	$82.64	$80.52 to $85.46
NIBRI	1/21/21	1,882,419	$67.97	$67.51 to $82.51

 

 

The Reporting Persons undertake to provide the Issuer, any stockholder of the Issuer, or the Staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Item 5(c) to this Schedule 13D.

 

The shares were sold in ordinary brokers’ transactions. Except as reported in this Item 5, none of the Reporting Persons has effected a transaction in shares of the Issuer’s common stock during the past 60 days.

 

(d) Not applicable.

 

(e) January 21, 2021.''

 

 

SIGNATURES

 

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: January 22, 2021

 

	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/ Lukas Foertsch
		Name:	Lukas Foertsch
		Title:	Authorized Signatory

 

 

 

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/Swiss
Ton Buechner			Director			Independent Director		Dutch/Swiss
Patrice Bula			Director			Executive vice president and head of strategic business units, marketing, sales, and Nespresso, Nestlé SA, Switzerland		Swiss

 

 

Srikant Datar, Ph.D.			Director			Dean of the Faculty and George F. Baker Professor of Administration, 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			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
Bertrand Bodson		Member of the Executive Committee; Chief Digital Officer		Member of the Executive Committee; Chief Digital Officer		Belgian
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
Harry Kirsch		Member of the Executive Committee; Chief Financial Officer		Member of the Executive Committee; Chief Financial Officer		German/Swiss
Shannon Thyme Klinger		Member of the Executive Committee; Chief Legal Officer		Member of the Executive Committee; Chief Legal Officer		American
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
Richard Saynor		Member of the Executive Committee; Chief Executive Officer, Sandoz		Member of the Executive Committee; Chief Executive Officer, Sandoz		British
Susanne Schaffert, Ph.D.		Member of the Executive Committee; President, Novartis Oncology		Member of the Executive Committee; President, Novartis Oncology		German

 

John Tsai, M.D.		Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer		Member of the Executive Committee; Head of Global Drug Development and Chief Medical Officer		American
Marie-France Tschudin		Member of the Executive Committee; President, Novartis Pharmaceuticals		Member of the Executive Committee; President, Novartis Pharmaceuticals		Swiss
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
Mark Borowsky		Chief Information Officer		Chief Information Officer, NIBR		American
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
Julie McCarthy		Officer of NIBR		General Counsel and Vice President Legal, GNF		American

 

 

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 Hanover, NJ 07936		American
Christian Klee		Officer of NIBR		Country CFO USA and President, Novartis Corporation		American and Swiss
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
Gerald (Jerry) Joyce		Institute Director, GNF, Officer NIBR		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

 

 

XingLi Wang		Head of CNIBR		Head of GDD China, Novartis Shanghai Campus, 4218 Kinke Road, Pudong New Area, Shanghai, China 201203, CNIBR		American and Australian
Jeffrey Lockwood		Officer of NIBR		Head, Newsroom & Channel Management, NBS		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
John Tallarico		Head Chemical Biology and Therapeutics		Head Chemical Biology and Therapeutics, NIBR		American
Jeffrey Porter		Officer of NIBR, Head CBT		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		Director of  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
Vendana (Wendi) Yajnik, Ph.D.		Global Head of Academic Partnerships and External Innovation		Global Head of Academic Partnerships and External Innovation, NIBR		American

 

Haripriya (Priya) Mannan		Assistant Secretary NIBR Board		Executive Director and Associate General Counsel, NIBR		American
Patricia (Pat) Sestak		Assistant Treasurer NIBR Board		US Head of Tax & Insurance, Novartis Corporation		American
Rachel Morgan		Officer of NIBR		Global Head of Clinical Science and Innovations, NIBR		British