Sec Form 4 Filing - BAKER BROS. ADVISORS LP @ 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 BAKER BROS. ADVISORS LP 2. Issuer Name and Ticker or Trading Symbol Intellia Therapeutics, Inc. [ NTLA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% owner (Last) (First) (Middle) 667 MADISON AVENUE, 21ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/11/2016 (Street) NEW YORK, NY10065 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 65,437 ( 1 ) A $ 0 ( 1 ) 65,437 I See Footnotes ( 2 ) ( 7 ) ( 8 ) Common Stock 05/11/2016 C 796,683 ( 1 ) A $ 0 ( 1 ) 796,683 I See Footnotes ( 3 ) ( 7 ) ( 8 ) Common Stock 05/11/2016 P 20,469 ( 4 ) A $ 18 85,906 I See Footnotes ( 2 ) ( 7 ) ( 8 ) Common Stock 05/11/2016 P 179,531 ( 4 ) A $ 18 976,214 I See Footnotes ( 3 ) ( 7 ) ( 8 )

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 $ 0 ( 5 ) 05/11/2016 C 101,204 ( 5 ) ( 5 ) ( 5 ) Common Stock 65,437 $ 0 ( 6 ) 0 I See Footnotes ( 2 ) ( 7 ) ( 8 ) Series B Preferred Stock $ 0 ( 5 ) 05/11/2016 C 1,232,130 ( 5 ) ( 5 ) ( 5 ) Common Stock 796,683 $ 0 ( 6 ) 0 I See Footnotes ( 3 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY10065 Former 10% owner BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY10065 Former 10% owner BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK, NY10065 Former 10% owner Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK, NYNew York Former 10% owner Signatures BAKER BROS. ADVISORS LP Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 05/11/2016 Signature of Reporting Person Date /s/ Felix J. Baker 05/11/2016 Signature of Reporting Person Date /s/ Julian C. Baker 05/11/2016 Signature of Reporting Person Date BAKER BROS. ADVISORS (GP) LLC Name: Scott L Lessing Title: President /s/ Scott L. Lessing 05/11/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock of Intellia Therapeutics, Inc. (the "Issuer") received upon conversion of shares of the Issuer's Series B Preferred Stock ("Series B Preferred") which automatically convert into common stock of the Issuer on a 1 for 0.6465903 basis (the "Conversion Ratio") without consideration upon the closing of the initial public offering of the Issuer. ( 2 )After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Biotech Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by 667, L.P. ("667"), a limited partnership of which the sole general partner is Baker Biotech Capital, L.P., a limited partnership of which the sole general partner is Baker Biotech Capital (GP), LLC, due to Baker Biotech Capital, L.P.'s right to receive an allocation of a portion of the profits from 667. ( 3 )After giving effect to the transactions reported herein, and as a result of their ownership interest in Baker Brothers Life Sciences Capital (GP), LLC, Julian C. Baker and Felix J. Baker may be deemed to have an indirect pecuniary interest in shares of the Issuer's common stock reported in column 5 of Table I directly held by Baker Brothers Life Sciences, L.P. ("Life Sciences" and together with 667, the "Funds"), a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital, L.P., a limited partnership of which the sole general partner is Baker Brothers Life Sciences Capital (GP), LLC, due to Baker Brothers Life Sciences Capital, L.P.'s right to receive an allocation of a portion of the profits from Life Sciences. ( 4 )On May 11, 2016, 667 and Life Sciences purchased 20,469 and 179,531 shares of common stock of the Issuer at a price of $18.00 per share, respectively, pursuant to an underwritten public offering. ( 5 )Effective upon the closing of the Issuer's initial public offering, the Series B Preferred shares of the Issuer were converted at the Conversion Ratio without consideration into the number of common shares of the Issuer shown in Column 7. The Series B Preferred shares did not have an expiration date and were convertible at any time, at the holder's election, into common shares of the Issuer. ( 6 )Pursuant to Instruction 4(c)(iii), this response has been left blank. ( 7 )Baker Bros. Advisors LP (the "Adviser") serves as the Investment Adviser to the Funds. In connection with the services provided by the Adviser, the Adviser receives an asset-based management fee that does not confer any pecuniary interest in the securities held by the Funds. Baker Bros. Advisors (GP) LLC (the "Adviser GP") is the Adviser's sole general partner. Julian C. Baker and Felix J. Baker are principals of the Adviser GP. The Adviser has complete and unlimited discretion and authority with respect to the investment and voting power of the securities held by the Funds. The general partners of the Funds relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds. ( 8 )Julian C. Baker, Felix J. Baker, the Adviser GP and the Adviser disclaim beneficial ownership of the securities held directly by the Funds except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that any of Julian C. Baker, Felix J. Baker, the Adviser GP or the Adviser is a beneficial owner of such securities for purposes of Section 16 or any other purpose.

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