0000950103-19-017350.txt : 20191218 0000950103-19-017350.hdr.sgml : 20191218 20191218165941 ACCESSION NUMBER: 0000950103-19-017350 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191217 FILED AS OF DATE: 20191218 DATE AS OF CHANGE: 20191218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCHE HOLDINGS INC CENTRAL INDEX KEY: 0000904566 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36819 FILM NUMBER: 191293078 BUSINESS ADDRESS: STREET 1: C/O THE CORPORATION TRUST, STREET 2: 1209 ORANGE STREET, CITY: WILMINGTON, STATE: DE ZIP: 19801 BUSINESS PHONE: 650 225-7893 MAIL ADDRESS: STREET 1: 1 DNA WAY, STREET 2: MS #24, CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROCHE HOLDING LTD CENTRAL INDEX KEY: 0000889131 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 8880 [8880] STATE OF INCORPORATION: V8 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36819 FILM NUMBER: 191293079 BUSINESS ADDRESS: STREET 1: ROCHE HOLDING, LTD. STREET 2: GRENZACHERSTRASSE 124 CITY: BASEL STATE: V8 ZIP: CH-4070 BUSINESS PHONE: 9732354295 MAIL ADDRESS: STREET 1: ROCHE HOLDING, LTD. STREET 2: GRENZACHERSTRASSE 124 CITY: BASEL STATE: V8 ZIP: CH-4070 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spark Therapeutics, Inc. CENTRAL INDEX KEY: 0001609351 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 462654405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3737 MARKET STREET STREET 2: SUITE 1300 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 888-772-7560 MAIL ADDRESS: STREET 1: 3737 MARKET STREET STREET 2: SUITE 1300 CITY: PHILADELPHIA STATE: PA ZIP: 19104 3 1 dp117771_3.xml FORM 3 X0206 3 2019-12-17 0 0001609351 Spark Therapeutics, Inc. ONCE 0000904566 ROCHE HOLDINGS INC 1 DNA WAY, MS #24 SOUTH SAN FRANCISCO CA 94080 0 0 1 0 0000889131 ROCHE HOLDING LTD ROCHE HOLDING, LTD. GRENZACHERSTRASSE 124 BASEL V8 CH-4070 SWITZERLAND 0 0 1 0 Common Stock 29746673 D This statement is being filed jointly by Roche Holdings, Inc. ("Holdings") and Roche Holdings, Ltd ("Parent" and, together with Holdings, the "Reporting Persons"). Holdings is a subsidiary of Parent. Additionally, the Reporting Persons understand that certain shareholders of Parent are party to a shareholder pooling agreement with respect to a significant portion of (but not a majority of) the issued shares of Parent. On February 22, 2019, Holdings and the Issuer entered into a Transaction Agreement (the "Transaction Agreement"), pursuant to which Holdings has consummated a tender offer (the "Tender Offer") to purchase all outstanding shares ("Shares") of common stock of the Issuer. Holdings is the direct beneficial owner of these Shares. Parent is the indirect beneficial owner of these Shares. Each Reporting Person disclaims beneficial ownership of the Shares reported in Table I except to the extent of its pecuniary interest therein, if any. Each Reporting Person also disclaims beneficial ownership of any Shares that may be or are beneficially owned by any other person. This Form 3 shall not be deemed an admission that any Reporting Person or other person is a beneficial owner of any Shares for any purpose, other than as reported in Table I above. /s/ Bruce Resnick on behalf of Roche Holdings, Inc. 2019-12-17 /s/ Beat Kraehenmann on behalf of Roche Holding Ltd 2019-12-17