13G
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE
13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Intellia Therapeutics,
Inc.
(Name
of Issuer)
Common Stock, par
value $0.0001 per share
(Title
of Class of Securities)
45826J105
(CUSIP
Number)
December 31,
2018
(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).
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CUSIP NO. 45826J105
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Schedule
13G
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Page
1 of
5
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1
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NAMES
OF REPORTING PERSONS
Caribou
Therapeutics Holdco, LLC
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
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3
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SEC USE
ONLY
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4
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CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
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NUMBER
OF SHARES
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5
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SOLE
VOTING POWER
0
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BENEFICIALLY
OWNED
BY EACH
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6
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SHARED
VOTING POWER
2,507,245
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REPORTING
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7
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SOLE
DISPOSITIVE POWER
0
|
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PERSON
WITH:
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8
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SHARED
DISPOSITIVE POWER
2,507,245
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507,245
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10
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
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12
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TYPE OF
REPORTING PERSON
OO
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CUSIP NO. 45826J105
|
Schedule
13G
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Page 2
of
5
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1
|
NAMES
OF REPORTING PERSONS
Caribou
Biosciences, Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
☐
(b)
☐
|
|
3
|
SEC USE
ONLY
|
|
4
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF SHARES
|
5
|
SOLE
VOTING POWER
0
|
|
BENEFICIALLY
OWNED
BY EACH
|
6
|
SHARED
VOTING POWER
2,507,245
|
|
REPORTING
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
PERSON
WITH:
|
8
|
SHARED
DISPOSITIVE POWER
2,507,245
|
|
9
|
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,507,245
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.8%
|
|
12
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TYPE OF
REPORTING PERSON
HC
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CUSIP NO. 45826J105
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Schedule
13G
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Page
3 of
5
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Item
1(a). Name of Issuer:
Intellia
Therapeutics, Inc.
Item
1(b). Address of Issuer's Principal
Executive Offices:
40
Erie Street
Cambridge,
MA 02139
Item
2(a). Name of Person
Filing:
This
Schedule 13G is jointly filed by (i) Caribou Therapeutics Holdco,
LLC and (ii) Caribou Biosciences, Inc. Caribou Therapeutics Holdco,
LLC is a wholly owned subsidiary of Caribou Biosciences, Inc., and
therefore Caribou Biosciences, Inc. may be deemed to beneficially
own the shares of the Issuer held by Caribou Therapeutics Holdco,
LLC.
Item
2(b). Address of Principal Business Office
or, if None, Residence:
Caribou
Therapeutics Holdco, LLC – 2929 7th Street, Suite 105,
Berkeley, CA 94710
Caribou
Biosciences, Inc. – 2929 7th Street, Suite 105,
Berkeley, CA 94710
Item
2(c). Citizenship:
Caribou
Therapeutics Holdco, LLC – Delaware
Caribou
Biosciences, Inc. – Delaware
Item
2(d). Title of Class of
Securities:
Common
Stock, par value $0.0001 per share
Item
2(e). CUSIP No.:
45826J105
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
(a)
[ ]
Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o);
(b)
[ ]
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c);
(c)
[ ]
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c);
(d)
[ ]
Investment
company registered under Section 8 of the Investment Company
Act of 1940 (15 U.S.C. 80a-8);
(e)
[ ]
An
investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An
employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A
savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A
church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)
[ ]
A
non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
(k)
[ ]
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K)
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CUSIP NO. 45826J105
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Schedule
13G
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Page
4 of
5
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Item
4.
Ownership
The
information regarding ownership set forth in Rows 5-9 and 11 of
each cover page is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a
Class
If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the
following [ ].
Item 6.
Ownership of More than 5 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
See
Item 2(a) above.
Item 8.
Identification and Classification of
Members of the Group
Not
Applicable
Item
9.
Notice of Dissolution of
Group
Not
Applicable
Item
10. Certifications
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect, other
than activities solely in connection with a nomination under §
240.14a-11.
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CUSIP NO. 45826J105
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Schedule
13G
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Page 5
of 5
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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.
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Date: January 16,
2019
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CARIBOU
THERAPEUTICS HOLDCO, LLC
BY: CARIBOU BIOSCIENCES, INC.,
ITS
MANAGER
By:
/s/ Rachel E.
Haurwitz
Name: Rachel
E. Haurwitz
Title: President
and Chief Executive Officer
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Date: January 16,
2019
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CARIBOU
BIOSCIENCES, INC.
By:
/s/ Rachel E.
Haurwitz
Name: Rachel
E. Haurwitz
Title: President
and Chief Executive Officer
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