13D Filing: OrbiMed Advisors and Intellia Therapeutics Inc (NTLA)

Item 1.

Security and Issuer

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D supplements and amends the Statement on Schedule 13D of OrbiMed Advisors LLC, OrbiMed Capital GP V LLC, OrbiMed Global Healthcare GP LLC and Samuel D. Isaly originally filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2016 (the “Statement”).  The Statement relates to the common stock, par value $0.0001 per share, of Intellia Therapeutics, Inc. (the “Common Stock”), a corporation organized under the laws of the state of Delaware (the “Issuer”), with its principal executive offices located at 40 Erie Street, Suite 130, Cambridge, Massachusetts 02139.  The Common Stock is listed on the NASDAQ Global Market under the ticker symbol “NTLA.”  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On November 6, 2017, the Issuer closed a direct registered offering announced on November 1, 2017.  The Issuer issued in the offering a total of 6,250,000 shares of Common Stock at a purchase price of $24.00 per share with gross proceeds of $150,000,000 (the “Share Issuance”).  None of the Reporting Persons participated in the offering.  As a result of the Share Issuance, the percentage of outstanding shares of Common Stock that the Reporting Persons may be deemed to beneficially own was reduced by more than one percent of the Issuer’s shares of Common Stock outstanding since the filing of the Statement.

Item 2.

Identity and Background

(a)          This Amendment No. 1 is being filed by OrbiMed Advisors LLC (“Advisors”), a limited liability company organized under the laws of Delaware, OrbiMed Capital GP V LLC (“GP V”), a limited liability company organized under the laws of Delaware, OrbiMed Global Healthcare GP LLC (“OGH GP”), a limited liability company organized under the laws of Delaware, and Samuel D. Isaly (“Isaly”), an individual (collectively, the “Reporting Persons”).

(b) – (c)  Advisors, a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP V, which is the sole general partner of OrbiMed Private Investments V, LP (“OPI V”), which holds shares of Common Stock, as more particularly described in Item 3 below.  Advisors is the sole managing member of OGH GP, which is the sole general partner of OrbiMed Global Healthcare Master Fund, LP (“OGH”), which holds shares of Common Stock, as more particularly described in Item 3 below. OPI V and OGH are collectively referred to as the “OrbiMed Funds.” Advisors has its principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

GP V and OGH GP have their principal offices at 601 Lexington Avenue, 54th Floor, New York, New York 10022.

Isaly, a natural person, is the managing member of Advisors and owns a controlling interest in Advisors.

The directors and executive officers of Advisors, OGH GP and GP V are set forth on Schedules I, II, and III attached hereto.  Schedules I, II, and III set forth the following information with respect to each such person:

(i)          name;

(ii)         business address;

(iii)        present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

(iv)        citizenship.

(d) – (e) During the last five years, neither the Reporting Persons nor any Person named in Schedule I, II, or III has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.