Statement of Changes in Beneficial Ownership (4)
June 21 2017 - 5:43PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Novak Rodger
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2. Issuer Name
and
Ticker or Trading Symbol
CRISPR Therapeutics AG
[
CRSP
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O CRISPR THERAPEUTICS AG, AESCHENVORSTADT 36
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/19/2017
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(Street)
4051 BASEL, V8
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Shares
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6/19/2017
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M
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15392
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A
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$1.81
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1230397
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D
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Common Shares
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6/19/2017
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S
(1)
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15392
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D
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$15.00
(2)
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1215005
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D
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Common Shares
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6/20/2017
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M
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3252
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A
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$1.81
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1218257
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D
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Common Shares
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6/20/2017
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S
(1)
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3252
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D
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$15.0015
(3)
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1215005
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D
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Common Shares
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6/21/2017
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M
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11578
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A
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$1.81
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1266583
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D
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Common Shares
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6/21/2017
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S
(1)
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11578
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D
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$15.0152
(4)
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1215005
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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$1.81
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6/19/2017
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M
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15392
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(5)
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9/10/2025
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Common Shares
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15392
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$0.00
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93748
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D
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Stock Options (Right to Buy)
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$1.81
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6/20/2017
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M
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3252
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(5)
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9/10/2025
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Common Shares
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3252
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$0.00
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90496
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D
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Stock Options (Right to Buy)
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$1.81
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6/21/2017
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M
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11578
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(5)
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9/10/2025
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Common Shares
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11578
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$0.00
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78918
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D
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Explanation of Responses:
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(1)
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The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
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(2)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.12, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
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(3)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.01, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
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(4)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.00 to $15.11, inclusive. The reporting person undertakes to provide to CRISPR Therapeutics AG, any security holder of CRISPR Therapeutics AG, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price.
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(5)
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This option was granted on September 10, 2015 with respect to 268,093 Common Shares with 94,950 shares immediately vested on the grant date and the remaining 173,143 shares vest in 31 equal monthly installments thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Novak Rodger
C/O CRISPR THERAPEUTICS AG
AESCHENVORSTADT 36
4051 BASEL, V8
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X
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Chief Executive Officer
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Signatures
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/s/ Michael Esposito, attorney-in-fact
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6/21/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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