SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Caribou Therapeutics Holdco, LLC (Last) (First) (Middle) 2929 7TH STREET, SUITE 105 (Street) BERKELEY CA 94710 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/05/2016	3. Issuer Name and Ticker or Trading Symbol Intellia Therapeutics, Inc. [ NTLA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	174,806(1)	D(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Founder Stock	(3)	(3)	Common Stock	174,806	(3)	D(2)
Junior Preferred Stock	(4)	(4)	Common Stock	5,244,234	(4)	D(2)

1. Name and Address of Reporting Person* Caribou Therapeutics Holdco, LLC (Last) (First) (Middle) 2929 7TH STREET, SUITE 105 (Street) BERKELEY CA 94710 (City) (State) (Zip)

1. Name and Address of Reporting Person* Caribou Biosciences, Inc. (Last) (First) (Middle) 2929 7TH STREET, SUITE 105 (Street) BERKELEY CA 94710 (City) (State) (Zip)

Explanation of Responses:

1. Restricted stock issued pursuant to equity award agreements that were subsequently transferred to Caribou Therapeutics Holdco, LLC ("Caribou Holdco"). 25% of the shares vested on July 31, 2015, and the remainder vest in substantially equal monthly installments at the end of each month thereafter, through July 31, 2018.

2. Caribou Holdco is a wholly-owned subsidiary of Caribou Biosciences, Inc. ("Caribou"). Caribou may be deemed to share voting and dispositive power with respect to the shares held by Caribou Holdco. Caribou disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein, if any.

3. Founder Stock issued pursuant to equity award agreements that were subsequently transferred to Caribou Holdco. 25% of the shares vested on July 31, 2015, and the remainder vest in substantially equal monthly installments at the end of each month thereafter, through July 31, 2018. Each share of Founder Stock is convertible into 0.6465903 of a share of the Issuer's Common Stock at any time at the election of the holder and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

4. Each share of Junior Preferred Stock is convertible into 0.6465903 of a share of the Issuer's Common Stock at any time at the election of the holder and will automatically convert upon the closing of the Issuer's initial public offering into the number of shares of the Issuer's Common Stock shown in column 3 without payment or further consideration. The shares have no expiration date.

Remarks:

	CARIBOU THERAPEUTICS HOLDCO, LLC, By: /s/ Nicole Heifner, attorney-in-fact	05/05/2016
	CARIBOU BIOSCIENCES, INC., By: /s/ Nicole Heifner, attorney-in-fact	05/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Nicole Heifner and Jose
Rivera, signing singly, and with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Intellia Therapeutics, Inc. (the "Company"),
from time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents, to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the
SEC and any securities exchange, national association or similar authority; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact, acting singly,
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorney in fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in fact.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of May 3, 2016.

					CARIBOU THERAPEUTICS HOLDCO, LLC


					By:  /s/ Rachel E. Haurwitz
					Name: Rachel E. Haurwitz, Ph.D.
					Title: President & Chief Executive Officer

LIMITED POWER OF ATTORNEY

       The undersigned hereby constitutes and appoints each of Nicole Heifner
and Jose Rivera, signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Intellia Therapeutics, Inc. (the "Company"),
from time to time the following U.S. Securities and Exchange Commission ("SEC")
forms: (i) Form ID, including any attached documents, to effect the assignment
of codes to the undersigned to be used in the transmission of information to the
SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial
Ownership of Securities, including any attached documents; (iii) Form 4,
Statement of Changes in Beneficial Ownership of Securities, including any
attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of
Securities in accordance with Section 16(a) of the Securities Exchange Act of
1934, as amended, and the rules thereunder, including any attached documents;
(v) Schedule 13D and (vi) amendments of each thereof, in accordance with the
Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the
SEC and any securities exchange, national association or similar authority; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-fact, acting singly,
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of
the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees
to indemnify the attorney in fact and the Company from and against any demand,
damage, loss, cost or expense arising from any false or misleading information
provided by the undersigned to the attorney-in fact.

	This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of May 3, 2016.

							CARIBOU BIOSCIENCES, INC.


							By:  /s/ Rachel E. Haurwitz
								Name: Rachel E. Haurwitz, Ph.D.
								Title: President & Chief Executive Officer