SCHEDULE 13D/A
Introduction
This Amendment No. 2 (this “Amendment No. 2”) relates to the Schedule 13D originally filed with the Securities and Exchange Commission on October 28, 2016 (as amended and supplemented, the “Schedule 13D”) by Bayer
Global Investments B.V. (the “Company”) and Bayer AG, the 100% owner, through subsidiaries, of the Company (the “Owner” and together with the Company, the “Reporting Persons”). This Amendment No. 2 relates to the sale by the Reporting Persons
of 632,105 shares of common stock, having a nominal value of CHF 0.03 per share (the “Common Stock”), of CRISPR Therapeutics AG (the “Issuer”) which resulted in a decrease in the Reporting Persons’ beneficial ownership to 6.1% as of January
17, 2020. Capitalized terms not otherwise defined in this Amendment No. 2 shall have the same meaning assigned to them in the Schedule 13D.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following to the end thereof:
From January 9, 2020 to January 17, 2020, the Reporting Persons sold an aggregate of 632,105 shares of Common Stock of the Issuer in a series of open market transactions at
various prices. Information regarding the sales is set forth in Item 5(c). The Reporting Persons may engage in additional sales of the Issuer’s Common Stock as described in the second paragraph of this Item 4.
Item 5. Interest in Securities of the Issuer.
Paragraph (a) of Item 5 of the Schedule 13D is hereby amended by adding the following to the end thereof:
From January 9, 2020 to January 17, 2020, the Reporting Persons sold an aggregate of 632,105 shares of Common Stock of the Issuer in a series of open market transactions. As of
January 17, 2020, the Reporting Persons beneficially owned an aggregate of 3,687,612 shares of the Issuer’s Common Stock, or approximately 6.1% of the Issuer’s Common Stock outstanding.
Paragraph (b) of Item 5 of the Schedule 13D is hereby amended by adding the following to the end thereof:
As of January 17, 2020, the Reporting Persons shared voting and investment power over 3,687,612 shares of Common Stock of the Issuer.
Paragraph (c) of Item 5 of the Schedule 13D is hereby amended by adding the following to the end thereof:
From January 9, 2020 to January 17, 2020, the Reporting Persons sold an aggregate of 632,105 shares of Common Stock of the Issuer in a series of open market transactions at
various prices as follows:
|
Trade Date
|
Shares Sold
|
Weighted Average
Price Per Share ($)
|
|
2020-01-09
|
77,413
|
62.24
|
|
2020-01-10
|
102,500
|
61.17
|
|
2020-01-13
|
88,461
|
58.94
|
|
2020-01-14
|
120,087
|
59.35
|
|
2020-01-15
|
70,200
|
60.11
|
|
2020-01-16
|
84,400
|
59.42
|
|
2020-01-17
|
89,044
|
58.87
|
Signature. After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Signatures
|
|
|
|
|
|
|
/s/ Patrick Lennaerts on behalf of Bayer Global Investments B.V.
|
|
|
|
01/24/2020
|
|
** Signature of Reporting Person
|
|
|
|
Date
|
|
|
|
|
|
/s/ Martina Völkel on behalf of Bayer AG
|
|
|
|
01/24/2020
|
|
** Signature of Reporting Person
|
|
|
|
Date
|
|
|
|
|
|
/s/ Martin Eisenhauer on behalf of Bayer AG
|
|
|
|
01/24/2020
|
|
** Signature of Reporting Person
|
|
|
|
Date
|