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*
Children's Hospital of Philadelphia Foundation

(Last) (First) (Middle)
3737 MARKET STREET
SUITE 1300

(Street)
PHILADELPHIA PA 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)
Director X 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 4,943,629 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 1,000,000 (1) D
Series B Preferred Stock (2) (2) Common Stock 2,795,031 (2) D
Accrued Preferred Stock Dividends (3) (3) Common Stock 61,552 (3) D
Stock Option (right to buy) (4) 08/11/2024 Common Stock 37,203 3.45 I By Affiliate
Explanation of Responses:
1. The Series A Preferred Stock will automatically convert into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date.
2. The Series B Preferred Stock will automatically convert into Common Stock without payment of further consideration upon the closing of the Issuer's initial public offering and has no expiration date.
3. The Series A Preferred Stock and Series B Preferred Stock accrue stock dividends payable in additional shares of Series A Preferred Stock or Series B Preferred Stock (respectively) at a rate of 8% per annum. Shares of Series A Preferred Stock and 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, 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 61,552 shares of Common Stock.
4. This option was granted on August 11, 2014 to Steven M. Altschuler, MD, the Chief Executive Officer of the Reporting Person and the Chairman of the Board of Directors of the Issuer. The option vests over four years, with 25% of the shares underlying the option vesting on May 24, 2015, and the remainder vesting quarterly thereafter. Dr. Altschuler holds this option for the benefit of the Reporting Person.
Remarks:
Steven M. Altschuler, MD, Chief Executive Officer 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).
** 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.
                                POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes

and appoints each of JOSEPH W. LA BARGE and JEFFREY D. KAHN, and with full

power of substitution, signing singly, the undersigned's true and lawful

attorney-in-fact to:



 (1)  prepare, execute in the undersigned's name and on the 

undersigned's behalf, and submit to the U.S. Securities and Exchange Commission

(the "SEC") a Form ID, including amendments thereto, and any other documents

necessary or appropriate to obtain codes and passwords enabling the undersigned

to make electronic filings with the SEC of reports required by Section 16(a) of

the Securities and Exchange Act of 1934 or any rule or regulation of the SEC;



 (2)  execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of Spark Therapeutics,

Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules thereunder;





do and perform any and all acts for and on behalf of the 

undersigned which may be necessary or desirable to (A) complete and execute

any such Forms 3, 4 or 5, (B) complete and execute any amendment or amendments

thereto and (C) timely file such forms with the United States Securities
 and

Exchange Commission and any stock exchange or similar authority; and



 (3)  do and perform any and all acts for and on behalf of the 

undersigned which may be necessary or desirable to complete and execute

any such Forms 3, 4 or 5 and timely file such forms with the SEC and

and any stock exchange or similar authority; and



 (4)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may be of 

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact 

may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever requisite,

necessary, or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might or

could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such attorney-

in-fact's substitute or substitutes, shall lawfully do or cause to be done by

virtue of this power of attorney and the rights and powers herein granted. The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such

capacity at the request of the undersigned, are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with Section 16 of

the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to 

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing delivered

to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed on the day and year set forth below.





THE CHILDREN'S HOSPITAL OF 

PHILADELPHIA FOUNDATION



By: /s/Steven M. Altschuler, MD  WITNESS:   /s/ Osceola Williams

Steven M. Altschuler, MD      Osceola Williams

Chief Executive Officer

      

Dated: January 29, 2015   Dated: January 29, 2015