Statement of Changes in Beneficial Ownership (4)
December 17 2019 - 3:55PM
Edgar (US Regulatory)
FORM 4
[X]
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
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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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1. Name and Address of Reporting Person
*
Zoth Lota S. |
2. Issuer Name and Ticker or Trading Symbol
Spark Therapeutics, Inc.
[
ONCE
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF SCIENTIFIC OFFICER |
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(Last)
(First)
(Middle)
3737 MARKET STREET, SUITE 1300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/17/2019 |
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(Street)
PHILADELPHIA, PA 19104
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 12/17/2019 | | U | | 3000 (1) | D | $114.50 | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 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 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 | 12/17/2019 | | D | | | 4000 | (2) | 5/29/2028 | Common Stock | 4000 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $50.93 | 12/17/2019 | | D | | | 4000 | (2) | 5/30/2027 | Common Stock | 4000 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $56.22 | 12/17/2019 | | D | | | 6000 | (2) | 5/31/2026 | Common Stock | 6000 | $0.00 | 0 | D | |
| Stock Option (Right to Buy) | $37.18 | 12/17/2019 | | D | | | 12000 | (2) | 1/5/2026 | Common Stock | 12000 | $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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Zoth Lota S.
3737 MARKET STREET
SUITE 1300
PHILADELPHIA, PA 19104 | X |
| CHIEF SCIENTIFIC OFFICER |
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Signatures
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| /s/ Joseph W. La Barge, Attorney-in-Fact | | 12/17/2019 |
| **Signature of Reporting Person | Date |
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