Sec Form 4 Filing - Rivera Jose E @ Intellia Therapeutics, Inc. - 2020-12-31

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 Rivera Jose E 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 X __ Officer (give title below) _____ Other (specify below) EVP, General Counsel (Last) (First) (Middle) C/O INTELLIA THERAPEUTICS, INC., 40 ERIE STREET; SUITE 130 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2020 (Street) CAMBRIDGE, MA02139 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 12/31/2020 M 4,792 A $ 0 54,068 ( 1 ) D Common Stock 01/05/2021 S( 2 ) 2,078 D $ 55.86 51,990 D Common Stock 262,210 I By Trust ( 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 Stock Option (right to buy) $ 23.46 12/31/2020( 4 ) A 9,583 ( 4 ) 12/31/2020( 4 ) 03/20/2028( 4 ) Common Stock 9,583 $ 0 9,583 D Restricted Stock Unit (performance-based) ( 5 ) 12/31/2020( 5 ) A 4,792 ( 5 ) 12/31/2020( 5 ) ( 5 ) Common Stock 4,792 $ 0 4,792 D Restricted Stock Unit (performance-based) ( 5 ) 12/31/2020( 5 ) M 4,792 ( 5 ) 12/31/2020( 5 ) ( 5 ) Common Stock 4,792 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rivera Jose E C/O INTELLIA THERAPEUTICS, INC. 40 ERIE STREET; SUITE 130 CAMBRIDGE, MA02139 EVP, General Counsel Signatures /s/Jose Rivera 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 568 shares acquired under the Intellia Therapeutics, Inc. 2016 Employee Stock Purchase Plan on December 31, 2020. ( 2 )Shares sold in sell-to-cover transaction in order to satisfy withholding taxes to be paid upon the vesting of 4,792 performance-based restricted stock units ("PRSUs") on December 31, 2020. ( 3 )Shares are held by Rivak Capital LLC ("Rivak"). Mr. Rivera is a member and the general manager of Rivak and has voting and dispositive power over these shares. ( 4 )On March 21, 2018, the reporting person was granted an option to purchase 28,750 shares of common stock pursuant to the Intellia Therapeutics, Inc. Amended and Restated 2015 Stock Option and Incentive Plan. The award had performance-based vesting, with one-third of the award vesting upon each achievement of three scientific and regulatory milestones through the calendar year 2020 (the "Performance Milestones"). On December 31, 2020, one of the Performance Milestones was achieved, resulting in the vesting of the option as to 9,583 shares. ( 5 )On March 21, 2018, the reporting person was granted 14,375 PRSUs pursuant to the Intellia Therapeutics, Inc. Amended and Restated 2015 Stock Option and Incentive Plan. Each PRSU represents a contingent right to receive one share of the Company's common stock upon vesting, with one-third of the PRSUs vesting upon each achievement of the Performance Milestones through the calendar year 2020. On December 31, 2020, one of the Performance Milestones was achieved, resulting in the vesting of 4,792 PRSUs.

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