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 OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * Atlas Venture Fund IX, L.P.   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) 25 FIRST STREET; SUITE 303 3. Date of Earliest Transaction (Month/Day/Year) 05/11/2016 (Street) CAMBRIDGE, MA 02141 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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   611,827 A (1) 611,827 D (2)   Common Stock 05/11/2016   C   2,463,201 A (1) 3,075,028 D (2)   Common Stock 05/11/2016   C   862,120 A (1) 3,937,148 D (2)   Common Stock 05/11/2016   C   492,640 A (1) 4,429,788 D (2)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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
Founder Stock	(1)	05/11/2016		C			946,237	(1)	(1)	Common Stock	611,827	$ 0	0	D (2)
Series A-1 Preferred Stock	(1)	05/11/2016		C			3,809,524	(1)	(1)	Common Stock	2,463,201	$ 0	0	D (2)
Series A-2 Preferred Stock	(1)	05/11/2016		C			1,333,333	(1)	(1)	Common Stock	862,120	$ 0	0	D (2)
Series B Preferred Stock	(1)	05/11/2016		C			761,905	(1)	(1)	Common Stock	492,640	$ 0	0	D (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Atlas Venture Fund IX, L.P. 25 FIRST STREET; SUITE 303 CAMBRIDGE, MA 02141		X
Atlas Venture Associates IX, L.P. 25 FIRST STREET; SUITE 303 CAMBRIDGE, MA 02141		X
Atlas Venture Associates IX, LLC 25 FIRST STREET; SUITE 303 CAMBRIDGE, MA 02141		X

Signatures

Atlas Venture Fund IX, LP, By: Atlas Venture Associates IX, LP, its general partner, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci		05/11/2016
**Signature of Reporting Person		Date
Atlas Venture Associates IX, LP, By: Atlas Venture Associates IX, LLC, its general partner, By: Frank Castellucci, General Counsel /s/ Frank Castellucci		05/11/2016
**Signature of Reporting Person		Date
Atlas Venture Associates IX, LLC, By: Frank Castellucci, General Counsel /s/ Frank Castellucci		05/11/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Each share of Founder Stock, Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series B Preferred Stock was automatically converted into 0.6465903 of a share of Common Stock upon the closing of the Issuer's initial public offering without payment of further consideration and had no expiration date.
(2)	The shares are held directly by Atlas Venture Fund IX, L.P. ("Atlas Venture Fund IX"). The general partner of Atlas Venture Fund IX is Atlas Venture Associates IX, L.P. ("AVA IX LP"). Atlas Venture Associates IX, LLC ("AVA IX LLC") is the general partner of AVA IX LP. Each of AVA IX LP and AVA IX LLC disclaims Section 16 beneficial ownership of the securities held by Atlas Venture Fund IX, except to the extent of its pecuniary interest therein, if any.

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