Filing Details
- Accession Number:
- 0001072613-17-000056
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-06 17:16:08
- Filed By:
- New Enterprise Associates 15, L.p.
- Company:
- Crispr Therapeutics Ag (NASDAQ:CRSP)
- Filing Date:
- 2017-02-06
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| New Enterprise Associates 15 | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| NEA Partners 15 | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| NEA | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Peter J. Barris | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Forest Baskett | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Anthony A. Florence, Jr | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Joshua Makower | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| David M. Mott | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Jon M. Sakoda | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Scott D. Sandell | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Peter W. Sonsini | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
| Ravi Viswanathan | 0 | 3,216,021 | 0 | 3,216,021 | 3,216,021 | 8.1% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
CRISPR Therapeutics AG
(Name of Issuer)
Common Stock, CHF .03 par value per share
(Title of Class of Securities)
H17182108
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. H17182108 | 13G | Page 2 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| New Enterprise Associates 15, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware limited partnership | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 3 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| NEA Partners 15, L.P. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware limited partnership | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| PN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 4 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| NEA 15 GP, LLC | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware limited liability company | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| OO | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 5 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Peter J. Barris | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 6 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Forest Baskett | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 7 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Anthony A. Florence, Jr. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 8 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Joshua Makower | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 9 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| David M. Mott | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 10 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Jon M. Sakoda | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 11 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Scott D. Sandell | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 12 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Peter W. Sonsini | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 13 of 22 |
| 1 | NAMES OF REPORTING PERSONS | | | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | | | |||
| Ravi Viswanathan | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| United States | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 shares | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 shares | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 3,216,021 shares | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 8.1% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| IN | | | |||
| | | ||||
| CUSIP No. H17182108 | 13G | Page 14 of 22 |
| Item 1(a). | Name of Issuer: |
CRISPR Therapeutics AG (the "Issuer").
| Item 1(b). | Address of Issuer's Principal Executive Offices: |
Aeschenvorstadt 36, 4051 Basel, Switzerland.
| Item 2(a). | Names of Persons Filing: |
This statement is being filed by New Enterprise Associates 15, L.P. ("NEA 15"); NEA Partners 15, L.P. ("NEA Partners 15"), which is the sole general partner of NEA 15; NEA 15 GP, LLC ("NEA 15 GP"), which is the sole general partner of NEA Partners 15; and Peter J. Barris ("Barris"), Forest Baskett ("Baskett"), Anthony A. Florence, Jr. ("Florence"), Krishna S. Kolluri ("Kolluri"), Joshua Makower ("Makower"), David M. Mott ("Mott"), Jon M. Sakoda ("Sakoda"), Scott D. Sandell ("Sandell"), Peter W. Sonsini ("Sonsini") and Ravi Viswanathan ("Viswanathan") (collectively, the "Managers"). The persons in this Item 2(a) are sometimes referred to collectively herein as the "Reporting Persons".
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of NEA 15, NEA Partners 15 and NEA 15 GP is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris, Florence and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Makower, Sakoda, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
| Item 2(c). | Citizenship: |
Each of NEA 15 and NEA Partners 15 is a Delaware limited partnership. NEA 15 GP is a Delaware limited liability company. Each of the Managers is a United States citizen.
| Item 2(d). | Title of Class of Securities: |
Common Stock, CHF .03 par value ("Common Stock").
| Item 2(e). | CUSIP Number: |
H17182108.
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| CUSIP No. H17182108 | 13G | Page 15 of 22 |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: NEA 15 is the record owner of 3,216,021 shares of Common Stock as of December 31, 2016 (the "Shares"). As the sole general partner of NEA 15, NEA Partners 15 may be deemed to own beneficially the Shares. As the sole general partner of NEA Partners 15, NEA 15 GP likewise may be deemed to own beneficially the Shares. As the individual Managers of NEA 15 GP, each of the Managers also may be deemed to own beneficially the Shares. |
| (b) | Percent of Class: See Line 11 of cover sheets. The percentages set forth on the cover sheet for each Reporting Person are calculated based on 39,808,801 shares of Common Stock reported by the Issuer to be outstanding as of November 21, 2016 on Form 10-Q as filed with the Securities and Exchange Commission on November 21, 2016. |
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: See Line 5 of cover sheets. |
| (ii) | shared power to vote or to direct the vote: See Line 6 of cover sheets. |
| (iii) | sole power to dispose or to direct the disposition of: See Line 7 of cover sheets. |
| (iv) | shared power to dispose or to direct the disposition of: See Line 8 of cover sheets. |
Each Reporting Person disclaims beneficial ownership of such Securities except for the shares, if any, such Reporting Person holds of record.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not applicable.
| CUSIP No. H17182108 | 13G | Page 16 of 22 |
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable. The Reporting Persons expressly disclaim membership in a "group" as used in Rule 13d-5(b).
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable. This Schedule 13G is not filed pursuant to Rule 13d‑1(b) or Rule 13d–1(c).
Material to be Filed as Exhibits.
Exhibit 1 – Agreement regarding filing of joint Schedule 13G.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.
| CUSIP No. H17182108 | 13G | Page 17 of 22 |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: February 6, 2017
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P. |
| General Partner |
| By: | NEA 15 GP, LLC |
General Partner
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC |
General Partner
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
| * Peter J. Barris |
| * Forest Baskett |
| CUSIP No. H17182108 | 13G | Page 18 of 22 |
| * Anthony A. Florence, Jr. |
| * Krishna S. Kolluri |
| * Joshua Makower |
| * David A. Mott |
| * Jon M. Sakoda |
| * Scott D. Sandell |
| * Peter W. Sonsini |
| * Ravi Viswanathan |
*By: /s/ Louis S. Citron
Louis S. Citron
As attorney-in-fact
This Schedule 13G was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of shares of stock of CRISPR Therapeutics AG.
EXECUTED this 6th day of February, 2017
NEW ENTERPRISE ASSOCIATES 15, L.P.
| By: | NEA PARTNERS 15, L.P. |
| General Partner |
| By: | NEA 15 GP, LLC |
General Partner
By: *
Louis S. Citron
Chief Legal Officer
NEA PARTNERS 15, L.P.
| By: | NEA 15 GP, LLC |
General Partner
By: *
Louis S. Citron
Chief Legal Officer
NEA 15 GP, LLC
By: *
Louis S. Citron
Chief Legal Officer
| * Peter J. Barris |
| * Forest Baskett |
This Agreement was executed by Louis S. Citron on behalf of the individuals listed above pursuant to a Power of Attorney, a copy of which is attached as Exhibit 2.
| CUSIP No. H17182108 | 13G | Page 22 of 22 |
/s/ Patrick J. Kerins
Patrick J. Kerins
/s/ Suzanne King
Suzanne King
/s/ Krishna S. Kolluri
Krishna S. Kolluri
/s/ C. Richard Kramlich
C. Richard Kramlich
/s/ Edward Mathers
Edward Mathers
/s/ David M. Mott
David M. Mott
/s/ John M. Nehra
John M. Nehra
/s/ Charles W. Newhall III
Charles W. Newhall III
/s/ Jason R. Nunn
Jason R. Nunn
/s/ Jon Sakoda
Jon Sakoda
/s/ Scott D. Sandell
Scott D. Sandell
/s/ Peter W. Sonsini
Peter W. Sonsini
/s/ A. Brooke Seawell
A. Brooke Seawell
/s/ Ravi Viswanathan
Ravi Viswanathan
/s/ Paul E. Walker
Paul E. Walker
/s/ Harry Weller
Harry Weller