SEC Info - Milano Vincent - ‘4’ for 12/17/19 re: Spark Therapeutics, Inc.

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^*

MILANO VINCENT

(Last)

(First)

(Middle)

3737 MARKET STREET

SUITE 1300

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

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 (Month/Day/Year)
12/17/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

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 (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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/17/19		U		3,000 ⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$81.53	12/17/19		D			4,000	⁽²⁾	5/29/28	Common Stock	4,000	$0.00	0	D
Stock Option (Right to Buy)	$50.93	12/17/19		D			4,000	⁽²⁾	5/30/27	Common Stock	4,000	$0.00	0	D
Stock Option (Right to Buy)	$56.22	12/17/19		D			6,000	⁽²⁾	5/31/26	Common Stock	6,000	$0.00	0	D
Stock Option (Right to Buy)	$3.45	12/17/19		D			37,203	⁽²⁾	8/11/24	Common Stock	37,203	$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.

Remarks:

	/s/ Joseph W. La Barge, Attorney-in-Fact	12/17/19
	** 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.

____________ Transaction Codes:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).
U	Disposition pursuant to a tender of shares in a change-of-control transaction.

Milano Vincent – ‘4’ for 12/17/19 re: Spark Therapeutics, Inc.

On: Tuesday, 12/17/19, at 4:49pm ET · For: 12/17/19 · Accession #: 899243-19-29444 · File #: 1-36819

Previous ‘4’: ‘4’ on 7/11/19 for 7/9/19 · Next: ‘4’ on 1/9/20 for 1/7/20 · Latest: ‘4’ on 3/4/24 for 2/29/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Milano Vincent – ‘4’ for 12/17/19 re: Spark Therapeutics, Inc.

On: Tuesday, 12/17/19, at 4:49pm ET · For: 12/17/19 · Accession #: 899243-19-29444 · File #: 1-36819

Previous ‘4’: ‘4’ on 7/11/19 for 7/9/19 · Next: ‘4’ on 1/9/20 for 1/7/20 · Latest: ‘4’ on 3/4/24 for 2/29/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents