| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Spark Therapeutics, Inc. [ ONCE ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/17/2019 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 12/17/2019 | U | 4,134(1) | D | $114.5 | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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) | $42.73 | 12/17/2019 | D | 35,000 | (2) | 01/15/2029 | Common Stock | 35,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $50.55 | 12/17/2019 | D | 28,000 | (2) | 01/17/2028 | Common Stock | 28,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $56.17 | 12/17/2019 | D | 19,500 | (2) | 01/17/2027 | Common Stock | 19,500 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $40.44 | 12/17/2019 | D | 30,000 | (2) | 01/05/2026 | Common Stock | 30,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $68.45 | 12/17/2019 | D | 28,389 | (2) | 03/15/2025 | Common Stock | 28,389 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $3.45 | 12/17/2019 | D | 19,951 | (2) | 08/10/2024 | Common Stock | 19,951 | $0.00 | 0 | D | ||||
| Restricted Stock Units | $0.00 | 12/17/2019 | D | 20,325 | (3) | (3) | Common Stock | 20,325 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to the Agreement and Plan of Merger, dated February 22, 2019, by and between Spark Therapeutics, Inc. ("Spark"), Roche Holdings, Inc. ("Roche") and 022019 Merger Subsidiary, Inc. ("Merger Sub") (the "Merger Agreement" and the transactions contemplated thereby, the "Merger"), whereby Roche caused Merger Sub to conduct a tender offer for all of the issued and outstanding shares of common stock, par value $0.001 per share, of Spark, at a price of $114.50 per share. On December 17, 2019, Merger Sub irrevocably accepted for payment all shares that were validly tendered and not withdrawn. |
| 2. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding Spark stock option, whether vested or unvested, was converted into the right to an amount in cash (less applicable tax withholdings) equal to the product of (a) the excess of $114.50 over the per share exercise price of such stock option and (b) the total number of shares of common stock subject to such stock option. |
| 3. Pursuant to the terms of the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding Spark restricted stock unit, whether vested or unvested, was canceled and converted into the right to receive $114.50 in cash (less applicable tax withholdings). |
| Remarks: |
| /s/ Joseph W. La Barge, Attorney-in-Fact | 12/17/2019 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
