Filing Details

 

	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.     )*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

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

 

(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. o

 

* 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.

 

 

 

(1) This Schedule 13D is filed by Versant Venture Capital IV, L.P. ("VVC IV"), Versant Side Fund IV, L.P. (VSF 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) and Versant Venture Capital V (Canada) LP (VVC CAN).  Versant Ventures IV, LLC ("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. Versant Ventures V, LLC ("VV V") is the sole general partner of VVC V, VAF V and VOA. Colella, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V.  Versant Ventures V GP-GP (Canada), Inc. ("VV V CAN GP") is the sole general partner of Versant Ventures V (Canada), L.P. (VV V CAN, and, together with 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 and Woiwode are managing 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; however, they each disclaim beneficial ownership of the shares held by VVC IV except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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; however, they each disclaim beneficial ownership of the shares held by VSF IV except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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) 4,104,045 shares held by VVC IV; and (ii) 24,334 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; however, they each disclaim beneficial ownership of the shares held by VSF IV except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VVC V; however, they each disclaim beneficial ownership of the shares held by VVC V, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VAF V; however, they each disclaim beneficial ownership of the shares held by VAF V, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VOA; however, they each disclaim beneficial ownership of the shares held by VOA, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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, VAF and 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 and Woiwode are managing directors of VV V and share voting and dispositive power over the shares held by VVC V, VAF and VOA; however, they each disclaim beneficial ownership of the shares held by VVC V, VAF and VOA except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN; however, they each disclaim beneficial ownership of the shares held by VVC CAN, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN; however, they each disclaim beneficial ownership of the shares held by VVC CAN, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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(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 and Woiwode are managing directors of VV V CAN GP and share voting and dispositive power over the shares held by VVC CAN; however, they each disclaim beneficial ownership of the shares held by VVC CAN, except to the extent of their pecuniary interests therein.

(3) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

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Explanatory Note:    This 13D relates to shares of Common Stock, CHF 0.03 par value per share (Common Stock), of CRISPR Therapeutics AG, a Switzerland corporation (the Issuer).

 

Item 1. Security and Issuer

 

The class of equity security to which this statement on Schedule 13D relates is the common stock, par value CHF 0.03 per share (the Common Stock) of CRISPR Therapeutics AG, a corporation organized under Swiss law. The address of the principal executive offices of the Issuer is Aeschenvorstadt 36, 4051 Basel, Switzerland. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

Item 2.  Identity and Background

 

This Schedule 13D is filed by Versant Venture Capital IV, L.P. (VVC IV), Versant Side Fund IV, L.P. (VSF 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) and Versant Venture Capital V (Canada) LP (VVC CAN).  Versant Ventures IV, LLC (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. Versant Ventures V, LLC (VV V) is the sole general partner of VVC V, VAF V and VOA. Colella, Link, Bolzon, Praeger, Nielsen and Woiwode are managing directors of VV V.  Versant Ventures V GP-GP (Canada), Inc. (VV V CAN GP) is the sole general partner of Versant Ventures V (Canada), L.P. (VV V CAN, and, together with 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 and Woiwode are managing directors of VV V CAN GP.  The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13D.

 

(a)                                 The principal business and principal business office of the Reporting Persons is Versant Ventures, One Sansome Street, Suite 3630, San Francisco, CA 94104.

 

(c)                                  The principal business of the Reporting Persons is venture capital investments.

 

(d)                                 During the last five years, none of the Reporting Persons has been has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)                                  During the last five years, none of the Reporting Persons was a party to a civil proceeding of a judicial of administrative body of competent jurisdiction or were 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.

 

(f)  Each of VVC IV, VSF IV, VV IV, VVC V, VAF V, VOA, VV V, VV V CAN GP, VV V CAN, are incorporated in the state of Delaware.  VVC CAN is incorporated in Ontario, Canada.

 

Item 3. Source and Amount of Funds or Other Consideration

 

VVC IV and VSF IV acquired (i) 440,001 shares of the Issuers Series A-1 Preferred Stock on November 5, 2013; and (ii) 3,120,001 shares of the Issuers Series A-2 Preferred Stock on May 6, 2014.  VVC V, VAF V, VVC CAN and VOA acquired (i) 2,518,835 shares of the Issuers Series A-3 Preferred Stock on April 14, 2015.  VVC IV, VSF IV, VVC V, VAF V, VVC CAN and VOA acquired 429,862 shares of the Issuers Series B Preferred Stock, at various times between May 4, 2015 and June 10, 2016.  Such shares of

 

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Preferred Stock automatically converted to shares of Common Stock on a one-for-one basis upon the closing of the Issuers initial public offering without payment of consideration.   On October 24, 2016, VVC IV, VSF IV, VVC V and VVC CAN acquired 161,000 shares of Common Stock in the Issuers initial public offering at the price of $14.00 per share. For the purposes of the immediately preceding paragraph, all share amounts listed reflect a share split that was effected pursuant to the amendment of the Issuers articles of association that became effective upon registration in the Switzerland commercial register on July 27, 2016 and publication in the Swiss Official Gazette of Commerce on August 2, 2016.

 

The source of funds for the purchases of the Issuers securities was working capital of VVC IV, VSF IV, VVC V, VAF V, VVC CAN and VOA.

 

Item 4.         Purpose of Transaction

 

The Reporting Persons purchased the aforementioned securities for investment purposes with the aim of increasing the value of their investments and the Issuer.

 

None of the Reporting Persons have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of the Securities Exchange Act of 1934 (the Act). The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

 

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Item 5.         Interest in Securities of the Issuer

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this statement on Schedule 13D is provided as of October 24, 2016:

 

Reporting Persons		Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (1)
VVC IV		4,104,045		4,104,045		0		4,104,045		0		4,104,045		10.42	%
VSF IV		24,334		24,334		0		24,334		0		24,334		0.06	%
VV IV		0		0		4,128,379		0		4,128,379		4,128,379		10.48	%
VVC V		2,443,803		2,443,803		0		2,443,803		0		2,443,803		6.20	%
VAF V		71,700		71,700		0		71,700		0		71,700		0.18	%
VOA		79,478		79,478		0		79,478		0		79,478		0.20	%
VV V		0		0		2,594,981		0		2,594,981		2,594,981		6.59	%
VVC CAN		185,987		185,987		0		185,987		0		185,987		0.47	%
VV V CAN GP		0		0		185,987		0		185,987		185,987		0.47	%
VV V CAN		0		0		185,987		0		185,987		185,987		0.47	%

 

(1) This calculation is based upon 39,390,634 Common Shares outstanding, which includes 39,360,634 Common Shares outstanding immediately after the Issuers initial public offering (the IPO) and the concurrent private placement, as reported in the Issuers prospectus (Form 424B4) filed with the Securities and Exchange Commission (the SEC) on October 19, 2016.

 

(a)    Except as set forth herein, none of the Reporting Persons has effected any transactions in shares of the Issuers Common Stock during the last 60 days.

 

(b)    No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons.

 

(c)     Not applicable.

 

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Item 7.                                             Materials to be Filed as Exhibits.

 

Exhibit 1:

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended

 

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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.

 

November 2, 2016
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 III, 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

 

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Versant Venture Capital V (Canada) LP
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

 

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Exhibit 1

 

Joint Filing Agreement

 

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of CRISPR Therapeutics AG shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

 

November 2, 2016
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 III, 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

 

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Versant Venture Capital V (Canada) LP
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

 

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