Sec Form 4 Filing - SIGAL ELLIOT @ Spark Therapeutics, Inc. - 2019-12-17

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
Here is the list of insider trading transaction codes.

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Washington, D.C. 20549
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
OMB Number: 3235-0287
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1. Name and Address of Reporting Person *
2. Issuer Name and Ticker or Trading Symbol
Spark Therapeutics, Inc. [ ONCE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
3. Date of Earliest Transaction (MM/DD/YY)
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
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 12/17/2019U 14,214 ( 1 ) D $ 114.5 0 D
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
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) $ 81.53 12/17/2019D 4,000 ( 2 )05/29/2028 Common Stock 4,000 $ 0 0 D
Stock Option (Right to Buy) $ 50.93 12/17/2019D 4,000 ( 2 )05/30/2027 Common Stock 4,000 $ 0 0 D
Stock Option (Right to Buy) $ 56.22 12/17/2019D 6,000 ( 2 )05/31/2026 Common Stock 6,000 $ 0 0 D
Stock Option (Right to Buy) $ 3.45 12/17/2019D 17,203 ( 2 )08/11/2024 Common Stock 17,203 $ 0 0 D
Stock Option (Right to Buy) $ 3.45 12/17/2019D 25,786 ( 2 )06/10/2024 Common Stock 25,786 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUITE 1300
/s/ Joseph W. La Barge, Attorney-in-Fact12/17/2019
** Signature of Reporting Person Date
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.

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).

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