SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

SIGAL ELLIOT

(Last)

(First)

(Middle)

C/O SPARK THERAPEUTICS, INC.

3737 MARKET STREET, SUITE 1300

(Street)

PHILADELPHIA

19104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2015

3. Issuer Name and Ticker or Trading Symbol
Spark Therapeutics, Inc. [ ONCE ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	6,214⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	06/10/2024	Common Stock	25,786	$3.45	D
Stock Option (right to buy)	⁽³⁾	08/11/2024	Common Stock	17,203	$3.45	D
Series B Preferred Stock	⁽⁵⁾⁽⁶⁾	⁽⁵⁾⁽⁶⁾	Common Stock	31,056	⁽⁵⁾⁽⁶⁾	I	See footnote⁽⁴⁾

Explanation of Responses:

1. These restricted shares were granted on February 25, 2014 and vest over four years, with 25% of the shares vesting on February 5, 2015, and the remainder vesting quarterly thereafter.

2. This option was granted on June 10, 2014 and vests over four years, with 25% of the shares underlying the option vesting on February 5, 2015, and the remainder vesting quarterly thereafter.

3. This option was granted on August 11, 2014 and vests over four years, with 25% of the shares underlying the option vesting on May 24, 2015, and the remainder vesting quarterly thereafter.

4. These shares are held by Sigal Family Investments LLC. Elliott Sigal, a member of the issuer's board of directors, is a manager of Sigal Family Investments LLC and may be deemed to have voting and investment power over the shares held by Sigal Family Investments LLC. Dr. Sigal disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein.

5. Consists of shares of Series B Preferred Stock issued on May 23, 2014, that are currently convertible into 31,056 shares of Common Stock. Shares of Series B Preferred Stock accrue stock dividends payable in additional shares of Series B Preferred Stock at a rate of 8% per annum from November 23, 2014. Shares of Series B Preferred Stock, including shares of Series B Preferred Stock issued as accrued stock dividends, are immediately convertible into shares of Common Stock upon issuance, will be automatically converted into shares of Common Stock immediately upon the closing of the issuer's initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, and have no expiration date. The aggregate amount of stock dividends that will have accrued through February 4, 2015, the expected closing date of the initial public offering, is 503 shares of Common Stock. (Continued in Footnote 6.)

6. The above Common Stock share equivalent numbers are rounded down to the nearest whole share number.

Remarks:

Exhibit Index: 24.1 Power of Attorney

	/s/ Joseph La Barge, as Attorney in Fact for Elliott Sigal	01/29/2015
	** 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 5 (b)(v).
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