X0306 four 2016-05-11 one 0001652130 Intellia Therapeutics, Inc. NTLA 0001263508 BAKER BROS. ADVISORS LP 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY ten thousand and sixty-five zero zero zero one Former 10% owner 0001087940 BAKER FELIX 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY ten thousand and sixty-five zero zero zero one Former 10% owner 0001087939 BAKER JULIAN 667 MADISON AVENUE, 21ST FLOOR NEW YORK NY ten thousand and sixty-five zero zero zero one Former 10% owner 0001580575 Baker Bros. Advisors (GP) LLC 667 MADISION AVENUE, 21ST FLOOR NEW YORK NY New York zero zero zero one Former 10% owner Common Stock 2016-05-11 four C zero sixty-five thousand four hundred and thirty-seven zero A sixty-five thousand four hundred and thirty-seven I See Footnotes Common Stock 2016-05-11 four C zero seven hundred and ninety-six thousand six hundred and eighty-three zero A seven hundred and ninety-six thousand six hundred and eighty-three I See Footnotes Common Stock 2016-05-11 four P zero twenty thousand four hundred and sixty-nine eighteen A eighty-five thousand nine hundred and six I See Footnotes Common Stock 2016-05-11 four P zero one hundred and seventy-nine thousand five hundred and thirty-one eighteen A nine hundred and seventy-six thousand two hundred and fourteen I See Footnotes Series B Preferred Stock zero 2016-05-11 four C zero one hundred and one thousand two hundred and four zero D Common Stock sixty-five thousand four hundred and thirty-seven zero I See Footnotes Series B Preferred Stock zero 2016-05-11 four C zero one million two hundred and thirty-two thousand one hundred and thirty zero D Common Stock seven hundred and ninety-six thousand six hundred and eighty-three zero I See Footnotes 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. 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. 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. 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. 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. Pursuant to Instruction 4(c)(iii), this response has been left blank. 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 votin g power of the securities held by the Funds. 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. BAKER BROS. ADVISORS LP Name: Scott L. Lessing Title: President /s/ Scott L. Lessing 2016-05-11 /s/ Felix J. Baker 2016-05-11 /s/ Julian C. Baker 2016-05-11 BAKER BROS. ADVISORS (GP) LLC Name: Scott L Lessing Title: President /s/ Scott L. Lessing 2016-05-11