Sec Form 4 Filing - Temasek Holdings (Private) Ltd @ Intellia Therapeutics, Inc. - 2016-05-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Temasek Holdings (Private) Ltd 2. Issuer Name and Ticker or Trading Symbol Intellia Therapeutics, Inc. [ NTLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 60B ORCHARD ROAD #06-18 TOWER 2, THE ATRIUM@ORCHARD 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2016 (Street) SINGAPORE, U0238891 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/11/2016 C 490,527 ( 1 ) A 490,527 I Held by TLS Beta Pte. Ltd. ( 2 ) Common Stock 05/11/2016 P 300,000 A $ 18 790,527 ( 3 ) I See footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series B Preferred Stock ( 1 ) 05/11/2016 C 490,527 ( 1 ) ( 4 ) Common Stock 490,527 $ 0 0 I Held by TLS Beta Pte. Ltd ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Temasek Holdings (Private) Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Fullerton Management Pte Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X Temasek Life Sciences Private Ltd 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0238891 X TLS Beta Pte. Ltd. 60B ORCHARD ROAD #06-18 TOWER 2 THE ATRIUM@ORCHARD SINGAPORE, U0 X Signatures TEMASEK HOLDINGS (PRIVATE) LIMITED, By: /s/ Christina Choo in her capacity as Authorised Signatory of Temasek Holdings (Private) Limited 05/13/2016 Signature of Reporting Person Date FULLERTON MANAGEMENT PTE LTD, By: /s/ Cheong Kok Tim in his capacity as Director of Fullerton Management Pte Ltd 05/13/2016 Signature of Reporting Person Date TEMASEK LIFE SCIENCES PRIVATE LIMITED, By: /s/ Lim Siew Lee Sherlyn in her capacity as Director of Temasek Life Sciences Private Limited 05/13/2016 Signature of Reporting Person Date TLS BETA PTE. LTD., By: /s/ Christina Choo in her capacity as Director of TLS Beta Pte. Ltd. 05/13/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the Issuer's initial public offering of Common Stock on May 11, 2016, each share of Series B Preferred Stock automatically converted into 0.6465903 of a share of Common Stock without payment or further consideration. ( 2 )TLS Beta Pte. Ltd. is a wholly-owned subsidiary of Temasek Life Sciences Private Limited, which in turn is a wholly-owned subsidiary of Fullerton Management Pte Ltd, which in turn is a wholly-owned subsidiary of Temasek Holdings (Private) Limited. Accordingly, each of Temasek Life Sciences Private Limited, Fullerton Management Pte Ltd and Temasek Holdings (Private) Limited, through the ownership described herein, may be deemed to beneficially own the shares of Common Stock owned by TLS Beta Pte. Ltd. ( 3 )Includes 490,527 shares held by TLS Beta Pte. Ltd. and 300,000 shares held by Evans Investments Pte. Ltd. Evans Investments Pte. Ltd. is a wholly-owned subsidiary of Temasek Capital (Private) Limited, which in turn is a wholly-owned subsidiary of Temasek Holdings (Private) Limited. Accordingly, Temasek Holdings (Private) Limited, through the ownership described herein, may be deemed to beneficially own the shares of Common Stock owned by TLS Beta Pte. Ltd. and Evans Investments Pte. Ltd. ( 4 )None.

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 4(b)(v).

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