Sec Form 13D Filing - Bayer Global Investments B.V. filing for CRISPR Therapeutics AG (CRSP) - 2020-01-10

 

 

 

 

 

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SCHEDULE 13D/A

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SCHEDULE 13D/A

Introduction

This Amendment No. 1 (this “Amendment No. 1”) to Schedule 13D amends the statement on Schedule 13D (the “Schedule 13D”), originally filed with the Securities and Exchange Commission (the “Commission”) on October 28, 2016 (the “Original Filing Date”) by Bayer Global Investments B.V. (the “Company”) and Bayer AG, the 100% owner, through subsidiaries, of the Company (the “Owner” and together with the Company, the “Reporting Persons”).  This Amendment No. 1 relates to the sale by the Reporting Persons of 1,389,030 shares of common stock, having a nominal value of CHF 0.03 per share (the “Common Stock”), of CRISPR Therapeutics AG (the “Issuer”) which resulted in a decrease in the Reporting Persons’ beneficial ownership to 7.2% as of January 8, 2020.  Capitalized terms not otherwise defined in this Amendment No. 1 shall have the same meaning assigned to them in the Schedule 13D.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended by adding the following to the end thereof.

In connection with the filing of Amendment No. 1 to the Schedule 13D, Exhibits A and B have been updated and are filed herewith.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof:

From December 18, 2019 to January 8, 2020, the Reporting Persons sold an aggregate of 1,389,030 shares of Common Stock of the Issuer in a series of open market transactions at various prices. Information regarding the sales is set forth in Item 5(c). The Reporting Persons may engage in additional sales of the Issuer’s Common Stock as described in the second  paragraph of this Item 4.

Item 5. Interest in Securities of the Issuer.

Paragraphs (a) and (b) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

(a) To the knowledge of the Reporting Persons, no director or executive officer of either Reporting Person beneficially owns any shares of Common Stock of the Issuer.

As of the Original Filing Date, the Company beneficially owned 5,105,330 shares of Common Stock of the Issuer. As the Company is indirectly wholly-owned by the Owner, the Owner also beneficially owned the same 5,105,330 shares of Common Stock as of the Original Filing Date, which then represented 12.8% of the outstanding shares of the Issuer as calculated under Rule 13d-3 of the Securities Exchange Act of 1934, as amended.

From December 18, 2019 to January 8, 2020, the Reporting Persons sold an aggregate of 1,389,030 shares of Common Stock of the Issuer in a series of open market transactions. As of December 18, 2019, prior to any sales on such date, the Reporting Persons beneficially owned less than 10% of the Issuer’s outstanding Common Stock as a result of the Issuer’s issuance of additional Common Stock since the Original Filing Date. As of January 8, 2020, the Reporting Persons beneficially owned an aggregate of 4,319,717 shares of the Issuer’s Common Stock, or approximately 7.2% of the Issuer’s Common Stock outstanding.

(b) As the Company is indirectly wholly-owned by the Owner, the Company and the Owner share voting and investment power over the Issuer’s Common Stock reported in the Schedule 13D and amendments thereto.

As of the Original Filing Date, the Reporting Persons shared voting and investment power over 5,105,330 shares of Common Stock of the Issuer.

As of January 8, 2020, the Reporting Persons shared voting and investment power over 4,319,717 shares of Common Stock of the Issuer.

Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:

(c) Other than the transactions described below, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any director or executive officer of either Reporting Person has effected any transaction in the Common Stock of the Issuer during the past 60 days.

From December 18, 2019 to January 8, 2020, the Reporting Persons sold an aggregate of 1,389,030 shares of Common Stock of the Issuer in a series of open market transactions at various prices as follows:

* Consists of shares sold by a wholly owned indirect subsidiary of Owner that were originally received as a pro rata distribution from a limited partnership subsequent to the Original Filing Date.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended and supplemented by replacing Exhibits A and B to the Schedule 13D and adding Exhibit H.

Signature. After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Signatures