Amended Statement of Ownership (sc 13g/a)
February 05 2021 - 6:12AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________
SCHEDULE
13G
Under the Securities Exchange Act
of 1934
(Amendment No. 4)*
Intellia
Therapeutics, Inc.
|
(Name of Issuer)
|
|
Common
Stock, par value $0.0001 per
share
|
(Title of Class of Securities)
|
|
45826J105
|
(CUSIP Number)
|
|
December
31, 2020
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
x 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).
1.
|
NAMES OF REPORTING PERSONS
Sumitomo Mitsui Trust Holdings, Inc. (“SMTH”)
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
|
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
5,104,362
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
5,104,362
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,104,362
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (see instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.94%
|
12.
|
TYPE OF REPORTING PERSON (see
instructions)
HC, FI
|
|
|
|
|
|
1.
|
NAMES OF REPORTING PERSONS
Nikko Asset Management Co., Ltd. (“NAM”)
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
|
|
|
(b) o
|
3.
|
SEC USE ONLY
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
5,104,362
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
5,104,362
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,104,362
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see
instructions)
☐
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.94%
|
12.
|
TYPE OF REPORTING PERSON
IA, HC, FI
|
|
|
|
|
|
|
Item 1(a).
|
Name of Issuer:
|
Intellia Therapeutics, Inc.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
40 Erie Street, Suite 130, Cambridge,
MA 02139
|
Item 2(a).
|
Name of Person Filing:
|
Sumitomo Mitsui Trust Holdings, Inc.
Nikko Asset Management Co., Ltd.
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
SMTH: 1-4-1 Marunouchi, Chiyoda-ku, Tokyo
100-8233, Japan
NAM: Midtown Tower, 9-7-1 Akasaka, Minato-ku,
Tokyo 107-6242, Japan
SMTH: Japan
NAM: Japan
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.0001 per
share
45826J105
|
Item 3.
|
If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
SMTH:
(a)
|
☐
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
(b)
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☐
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
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(c)
|
☐
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Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
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(d)
|
☐
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
|
|
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(e)
|
☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
|
|
|
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
|
|
|
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(g)
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☒
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
☐
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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);
|
|
|
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(j)
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☒
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
|
|
|
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(k)
|
☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in accordance
with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Parent Holding Company
NAM:
(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).
|
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: Investment Adviser, Parent Holding Company
Provide the following information regarding
the aggregate number and percentage of the class of securities of issuer identified in Item 1.
SMTH:
|
|
|
|
(a)
|
|
Amount
beneficially owned: 5,104,362
|
|
(b)
|
|
Percent
of class: 7.94%
|
|
(c)
|
|
Number of shares as to which such person has:
|
|
(i)
|
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
|
Shared
power to vote or to direct the vote: 5,104,362
|
|
(iii)
|
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
|
Shared
power to dispose or to direct the disposition of: 5,104,362
|
NAM:
|
|
|
|
(a)
|
|
Amount
beneficially owned: 5,104,362
|
|
(b)
|
|
Percent
of class: 7.94%
|
|
(c)
|
|
Number of shares as to which such person has:
|
|
(i)
|
|
Sole power to vote or to direct the vote: 0
|
|
(ii)
|
|
Shared
power to vote or to direct the vote: 5,104,362
|
|
(iii)
|
|
Sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
|
Shared
power to dispose or to direct the disposition of: 5,104,362
|
|
Item 5.
|
Ownership of Five 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 five percent of the
class of securities, check the following. ☐
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
See Exhibit A.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
|
See Exhibit A.
|
Item 8.
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Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not 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.
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.
Date: February 5, 2021
|
Sumitomo Mitsui Trust Holdings, Inc.
|
|
(Company)
|
|
|
|
/s/ Tomokazu Kusumi
|
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(Signature)
Tomokazu Kusumi
/ Senior Manager of Risk Management Dept
|
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(Name/Title)
|
|
|
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Nikko Asset Management Co.,Ltd
|
|
(Company)
|
|
|
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/s/ Masahito Tonegawa
|
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(Signature)
Masahito Tonegawa / Head of Business Regulatory
Compliance
|
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(Name/Title)
|
|
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Exhibit A
Pursuant to the instructions in Item
6 and Item 7 of Schedule 13G, the securities being reported on by each of SMTH and NAM, as parent holding companies, are owned,
or may be deemed to be beneficially owned, by their subsidiary Nikko Asset Management Americas, Inc., which is classified as an
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
Page 9 of 9
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