13D Filing: Versant Venture Capital IV, L.P. and Crispr Therapeutics AG (CRSP)

(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. 1)*

(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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the Securities and Exchange Commission (the SEC) on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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) 2,736,032 shares held by VVC IV; and (ii) 16,224 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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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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 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC on August 10, 2017.

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Explanatory Note:    This statement on Schedule 13D (the Schedule 13D) constitutes Amendment No. 1 solely on behalf of, and to the extent that it relates to the Schedule 13D initially filed by the Reporting Persons with the U.S. Securities and Exchange Commission on November 3, 2016 (the Original Filing).  Except to the extent specifically set forth herein, the information in the Original Filing remains true and accurate with respect to the Reporting Persons.

Item 4.   Purpose of Transaction

Solely on behalf of, and only to the extent that it relates to, the Reporting Persons, Item 4 of the Original Filing is hereby amended and supplemented by the addition of the following:

On September 5, 2017, (i) VVC IV distributed 1,368,013 shares of Common Stock to its partners; (ii) VSF IV distributed 8,110 shares of Common Stock to its partners; (iii) VVC V distributed 814,599 shares of Common Stock to its partners; (iv) VAF V distributed 23,899 shares of Common Stock to its partners; (v) VV V CAN distributed 61,993 shares of Common Stock to its partners; and (vi) VOA distributed 26,491 shares of Common Stock to its partners, all for no additional consideration.

On September 5, 2017, VV IV received 292,529 shares of Common Stock from an in-kind distribution from VVC IV for no additional consideration. On September 5, 2017, VV IV distributed 292,529 shares of Common Stock to its members for no additional consideration.

On September 5, 2017, VV V received (i) 16,291 shares of Common Stock from an in-kind distribution from VVC V; (ii) 471 shares of Common Stock from an in-kind distribution from VAF V; and (iii) 521 shares of Common Stock from an in-kind distribution from VOA for no additional consideration.  On September 5, 2017, VV V distributed 17,283 shares of Common Stock to its members for no additional consideration.

On September 5, 2017, VV V CAN received 1,240 shares of Common Stock from an in-kind distribution from VVC CAN for no additional consideration.  On September 5, 2017, VV V CAN distributed 1,240 shares of Common Stock to its partners for no additional consideration.

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Item 5.   Interest in Securities of the Issuer

Solely on behalf of, and only to the extent that it relates to the Reporting Persons Item 5 of the Original Filing is hereby amended as follows:

The following information with respect to the Common Stock of the Issuer by the Reporting Persons filing this statement on Schedule 13D is provided as of the date of this filing:

(1) This calculation is based upon 40,591,669 Common Shares outstanding as of August 7, 2017, as reported in the Issuers 10-Q filed with the SEC  on August 10, 2017.

(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.

(d)  Not applicable.

(e)  Not applicable.

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Item 7.               Materials to be Filed as Exhibits.

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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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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.

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