Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 4:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules
13d-1 and 13d-2
Under the Securities Exchange Act of
1934
(Amendment No.
2 )*
|
Spark
Therapeutics, Inc.
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(Name of Issuer)
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Common stock, par value $0.001 per share
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(Title of Class of Securities)
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|
December 31, 2019
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Date of Event Which Requires Filing of the Statement
|
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
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|
¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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|
|
¨
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Rule 13d-1(d)
|
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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Cusip
No. 84652J103
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13G/A
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Page 2 of 13 Pages
|
|
1.
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NAME
OF REPORTING PERSON
Partner
Fund Management, L.P.
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
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|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0 shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
IA;
PN
|
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Cusip
No. 84652J103
|
13G/A
|
Page 3 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
Partner
Fund Management GP, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0 shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
|
Cusip No. 84652J103
|
13G/A
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Page 4 of 13 Pages
|
|
1.
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NAME
OF REPORTING PERSON
Partner
Investment Management, L.P.
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0 shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
IA;
PN
|
|
Cusip No. 84652J103
|
13G/A
|
Page 5 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
Partner
Investment Management GP, LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0
shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
|
Cusip No. 84652J103
|
13G/A
|
Page 6 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
Brian
D. Grossman
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0
shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
|
Cusip No. 84652J103
|
13G/A
|
Page 7 of 13 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
Christopher
M. James
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
|
(a)
|
¨
|
|
|
|
(b)
|
x
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
6.
|
SHARED
VOTING POWER
0
shares
|
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
|
8.
|
SHARED
DISPOSITIVE POWER
See
Row 6 above
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See
Row 6 above
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
|
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
|
Cusip No. 84652J103
|
13G/A
|
Page 8 of 13 Pages
|
|
Item 1(a)
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Name of Issuer
|
|
|
Spark Therapeutics, Inc.
|
|
|
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Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
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|
3737 Market Street, Suite 1300, Philadelphia, PA 19104
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Item 2(a)
|
Name of Person Filing
|
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This Schedule 13G/A is being jointly filed by Partner Fund Management,
L.P. (“PFM”), Partner Fund Management GP, LLC (“PFM-GP”), Partner Investment Management, L.P. (“PIM”),
Partner Investment Management GP, LLC (“PIM-GP”), Brian D. Grossman (“Grossman”) and Christopher M. James
(“James” and, collectively with PFM, PFM-GP, PIM, PIM-GP and Grossman, the “Reporting Persons”) with respect
to shares of common stock of the above-named issuer.
|
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The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
|
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Item 2(b)
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Address of Principal Business Office
|
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The address of the principal business office of each
of the Reporting Persons is c/o Partner Fund Management, L.P., 4 Embarcadero Center, Suite 3500, San Francisco, CA 94111.
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Item 2(c)
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Citizenship
|
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Each of PFM and PIM is organized as a limited partnership under the laws of the State of Delaware. Each of PFM-GP and PIM-GP is organized as a limited liability company under the laws of the State of Delaware. Each of Grossman and James is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
|
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Common stock, $0.001 par value
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Item 2(e)
|
CUSIP Number
|
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84652J103
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Cusip No. 84652J103
|
13G/A
|
Page 9 of 13 Pages
|
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Item 3
|
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a)
|
¨
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Broker or dealer registered under Section 15 of the Exchange Act;
|
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|
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(b)
|
¨
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Bank as defined in Section 3(a)(6) of the Exchange Act;
|
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|
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(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
|
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(d)
|
¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
|
¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
|
¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
|
¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
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(h)
|
¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
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(i)
|
¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
|
¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
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(k)
|
¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
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|
Cusip No. 84652J103
|
13G/A
|
Page 10 of 13 Pages
|
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|
A.
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Partner Fund Management, L.P. and Partner Fund Management
GP, LLC
|
|
|
(a)
|
PFM and PFM-GP may be deemed to beneficially own 0 shares of
Common Stock.
|
|
|
(b)
|
The number of shares PFM and PFM-GP may be deemed to beneficially
own constitutes 0% of the Common Stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
|
B.
|
Partner Investment Management, L.P. and Partner Investment Management GP, LLC
|
|
|
(a)
|
PIM and PIM-GP may be deemed to beneficially own 0
shares of Common Stock.
|
|
|
(b)
|
The number of shares PIM and PIM-GP may be deemed to beneficially
own constitutes 0% of the Common Stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
Cusip No. 84652J103
|
13G/A
|
Page 11 of 13 Pages
|
|
|
(a)
|
Grossman may be deemed to beneficially own 0 shares
of Common Stock.
|
|
|
(b)
|
The number of shares Grossman may be deemed to beneficially
own constitutes 0% of the Common Stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
|
|
(a)
|
James may be deemed to beneficially own 0 shares of Common Stock.
|
|
|
(b)
|
The number of shares James may be deemed to beneficially own
constitutes 0% of the Common Stock outstanding.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
|
|
(ii)
|
shared power to vote or to direct the vote: 0
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 0
|
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Item 5
|
Ownership of Five Percent or Less of a Class
|
|
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
|
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Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
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Not Applicable
|
|
|
|
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company
|
|
|
See Item 2 above
|
|
|
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Item 8
|
Identification and Classification of Members of the Group
|
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Not Applicable
|
|
Cusip No. 84652J103
|
13G/A
|
Page 12 of 13 Pages
|
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Item 9
|
Notice of Dissolution of Group
|
|
|
Not Applicable
|
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Item 10
|
Certification
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
|
Cusip No. 84652J103
|
13G/A
|
Page 13 of 13 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 14th day of February, 2020.
|
PARTNER FUND MANAGEMENT, L.P.
|
|
PARTNER FUND MANAGEMENT GP, LLC
|
|
|
|
|
|
|
|
By:
|
Partner Fund Management GP, LLC
|
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By:
|
/s/ Darin Sadow
|
|
|
its general partner
|
|
|
Darin Sadow, Authorized Signatory
|
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|
|
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By:
|
/s/ Darin Sadow
|
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|
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Darin Sadow, Authorized Signatory
|
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|
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|
|
|
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PARTNER INVESTMENT MANAGEMENT, L.P.
|
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PARTNER INVESTMENT MANAGEMENT GP, LLC
|
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|
|
|
|
|
|
By:
|
Partner Investment Management GP, LLC,
|
|
By:
|
/s/ Darin Sadow
|
|
|
its general partner
|
|
|
Darin Sadow, Authorized Signatory
|
|
|
|
|
|
|
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By:
|
/s/ Darin
Sadow
|
|
|
|
|
|
Darin Sadow, Authorized Signatory
|
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|
|
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|
|
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|
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BRIAN D. GROSSMAN
|
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CHRISTOPHER M. JAMES
|
|
|
|
|
|
|
|
By:
|
/s/ Darin Sadow
|
|
By:
|
/s/ Darin Sadow
|
|
|
Darin Sadow, attorney-in-fact*
|
|
|
Darin Sadow, attorney-in-fact**
|
|
|
*
|
Darin Sadow is signing on behalf of Brian Grossman as attorney-in-fact
pursuant to a power of attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as
an attachment to a filing by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.
|
|
|
**
|
Darin Sadow is signing on behalf of Christopher M. James as attorney-in-fact pursuant to a power of
attorney dated August 4, 2011, and incorporated by reference herein. The power of attorney was filed as an attachment to a filing
by certain of the Reporting Persons on Schedule 13G for K-V Pharmaceutical Company on August 5, 2011.
|
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