SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Spark Therapeutics, Inc.

(Name of Issuer)

Common Stock. $0.001 par value

(Title of Class of Securities)

84652J 103

(CUSIP Number)

Jeffrey Kahn

Executive Vice President and General Counsel

The Children’s Hospital of Philadelphia Foundation

34th Street & Civic Center Boulevard, Philadelphia, PA 19104

(267-426-6148)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 20, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

	1	Names of Reporting Persons. IRS. Identification Nos. of Above Persons (Entities Only). The Children’s Hospital of Philadelphia Foundation EIN 23-2237932
	2	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o
	3	SEC Use Only
	4	Source of Funds (See Instructions) OO
	5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  o
	6	Citizenship or Place of Organization Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With			7	Sole Voting Power 6,838,910 shares
			8	Shared Voting Power 0 shares
			9	Sole Dispositive Power 6,838,910 shares
			10	Shared Dispositive Power 0 shares
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,838,910 shares
	12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)o
	13	Percent of Class Represented by Amount in Row (11) 22.7%
	14	Type of Reporting Person (See Instructions) CO

2

Schedule 13D

This Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on February 5, 2015, Amendment No. 1 thereto, filed with the SEC on December 22, 2015, and Amendment No. 2 thereto, filed with the SEC on January 7, 2016, (collectively the “Schedule 13D”) by, among others, The Children’s Hospital of Philadelphia Foundation (the “Foundation”).

Items 3, 4, 5, 6 and 7 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined in this Amendment have the respective meanings ascribed to them in the Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.

As of the date of this Amendment, the Foundation beneficially owns a total of 6,838,910 shares of the Issuer’s Common Stock, representing 22.7% of the Issuer’s outstanding Common Stock.

Item 4  Purpose of Transaction.

The Foundation sold 1,000,000 shares of the Issuer’s Common Stock in a registered public offering (the “June 2016 Offering”) on June 20, 2016.

A. Lorris Betz, M.D., Ph.D., who serves on the Foundation’s board of trustees, is the Foundation’s representative on the Issuer’s Board of Directors.  Dr. Betz regularly shares confidential information about the Issuer with the Foundation pursuant to a confidentiality agreement between the Foundation and the Issuer, filed herewith as Exhibit 2.

Dr. Betz is entitled to participate in the Issuer’s non-employee director compensation program, pursuant to which Dr. Betz is entitled to receive cash and equity compensation for service as a member of the Issuer’s Board of Directors, which is paid directly to the Foundation on Dr. Betz’s behalf (in the case of cash compensation) or is held by Dr. Betz for the benefit of the Foundation (in the case of equity compensation).

Item 5.  Interest in Securities of the Issuer.

(a)           As of the date of this Amendment, the Foundation is the beneficial owner of 6,838,910 shares of Common Stock, consisting of 6,768,707 shares of common stock, 37,203 shares of Common Stock purchasable upon the exercise of a stock option held by Steven Altschuler, M.D., the former Chief Executive Officer of the Foundation and the current Chairman of the Issuer’s Board of Directors,  and 33,000 shares of Common Stock purchasable upon the exercise of stock options held by Dr. Betz.  Drs. Altschuler and Betz hold these stock options for the benefit of the Foundation.

The Foundation’s board of trustees, or a committee designated by the board of trustees, has voting and investment power over the shares of Common Stock held by the Foundation, and makes decisions by majority vote. No member of the board of trustees or investment committee may act individually to vote or sell shares of Common Stock held by the Foundation, nor does

3

any such member have a veto right concerning the vote or sale of any such common stock.  Accordingly, no individual board or committee member is deemed to beneficially own, within the meaning of Rule 13d-3, any shares of Common Stock held by the Foundation solely by virtue of the fact that he or she is a member of the board or the investment committee.

(c)          The transactions effected by the Foundation in the Common Stock during the past 60 days are included below. The shares indicated as having been sold were sold by the Foundation in a registered underwritten public offering:

		Purchased /		Average Price
Name of Reporting Person	Trade Date	(Sold)		per share
The Children’s Hospital of Philadelphia Foundation	June 20, 2016	(1,000,000	)	$	42.30

The percentage of outstanding Common Stock of the Issuer which has been reported as being beneficially owned by the Foundation on Line 13 of the cover sheet was calculated based on the 29,995,507 shares of Common Stock reported to be outstanding.

Item 6.  Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

The Foundation and Dr. Betz have entered into lock-up agreements with the underwriters of the June 2016 Offering pursuant to which they have generally agreed, subject to certain exceptions, not to offer or sell any shares of common stock or securities convertible into or exchangeable or exercisable for shares of Common Stock for a period of 60 days from June 14, 2016, without the prior written consent of J.P. Morgan Securities LLC, as representative of the several underwriters in the June 2016 Offering.

As a member of the Issuer’s Board of Directors, Dr. Betz may have the ability to effect and influence control of the Issuer.  As Dr. Betz is the Foundation’s representative on the Issuer’s Board of Directors, the Foundation may have the ability to effect and influence control of the Issuer.

Item 7.  Material to be Filed as Exhibits.

Exhibit 2 -  Confidentiality Agreement, dated August 26, 2015, between Spark Therapeutics, Inc. and The Children’s Hospital of Philadelphia Foundation

4

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 30, 2016
THE CHILDREN’S HOSPITAL OF PHILADELPHIA FOUNDATION
By:	/s/ Jeffrey Kahn
	Jeffrey Kahn
	Executive Vice President and General Counsel

5

EX-2

EXHIBIT 2

SPARK THERAPEUTICS, INC.

CONFIDENTIALITY AGREEMENT

August 26, 2015

The Children’s Hospital of Philadelphia

34th Street and Civic Center Boulevard

Philadelphia, PA 19104

In connection with your status as holder of securities in Spark Therapeutics, Inc. (the “Company”), and as further contemplated by Section 3.2 of that certain Investors’ Rights Agreement, dated May 23, 2014 (the “Investors’ Rights Agreement”), among the Company and certain holders of the Company’s securities, you may have access to certain information concerning the business, financial condition, operations, assets and liabilities of the Company which is confidential non-public information.  You and your trustees, officers, employees, agents and advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively “Representatives”) agree to treat any information concerning the Company (whether prepared by the Company, its advisors or otherwise) that has been or is furnished or otherwise disclosed to you, in connection with your status as holder of Company securities on or prior to the date hereof, or in the future, in either case, by or on behalf of the Company (herein, collectively referred to as the “Company Information”) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions hereinafter set forth.

The term “Company Information” also shall be deemed to include all notes, analyses, compilations, studies, interpretations or other documents prepared by you, your Representatives that contain, reflect, or are based upon, in whole or in part, the information furnished or otherwise disclosed to you or your Representatives, whether pursuant to the Investors’ Rights Agreement or otherwise.  The term “Company Information” does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by you or one of your Representatives; (ii) was within your possession prior to its being furnished to you by or on behalf of the Company, provided that (x) such information is not otherwise subject to a confidentiality agreement between you and the Company, or (y) the source of such information was not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information; or (iii) becomes available to you on a non-confidential basis from a source other than the Company or any of its directors, officers, employees, agents or advisors, provided that such source is not known by you to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Company or any other party with respect to such information.  For purposes of the foregoing, you hereby acknowledge that any of your Representatives that serve on the board of directors are bound by a duty of confidentiality to the Company.

You hereby agree that you and your Representatives will keep confidential all Company Information and that you and your Representatives will not disclose any of the Company Information in any manner whatsoever unless the Company gives its prior consent to disclosure of such information.  In any event, you shall be responsible for any breach of this letter agreement by any of your Representatives and you agree, at your sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain your Representatives from prohibited or unauthorized disclosure or use of the Company Information.

In the event that you or any of your Representatives are requested or required (by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any of the Company Information, you shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this letter agreement.  If, in the absence of a protective order or other remedy or the receipt of a waiver by the Company, you or any of your Representatives are nonetheless, in the written opinion of your counsel, legally required to disclose Company Information, you or your Representatives may, without liability hereunder, disclose such Company Information but only to the extent you or they are legally required to do so.

The existence of this agreement does not create any obligation on behalf of the Company to disclose to you or any of your Representatives any Company Information.  The disclosure of any Company Information pursuant hereto shall in no way convey any rights, by way of license or otherwise, to the information so disclosed to you or any of your Representatives.

It is understood and agreed that no failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right, power or privilege hereunder.

It is further understood and agreed that money damages would not be a sufficient remedy for any breach of this letter agreement by you or any of your Representatives and that the Company shall be entitled to equitable relief, including injunction and specific performance, as a remedy for any such breach.  Such remedies shall not be deemed to be the exclusive remedies for a breach by you of this letter agreement but shall be in addition to all other remedies available at law or equity to the Company.

This letter agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to its principles or rules regarding conflicts of laws.

You hereby acknowledge that you are aware, and that you will advise your Representatives, that the United States securities laws prohibit any person who has received material, non-public information which is the subject of this letter agreement from purchasing or

2

selling securities of the Company or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Please confirm your agreement with the foregoing by signing and returning one copy of this letter to the undersigned, whereupon this letter agreement shall become a binding agreement between you and the Company.

			Very truly yours,
			SPARK THERAPEUTICS, INC.
			By:	/s/ Joseph W. La Barge
				Name:	Joseph W. La Barge
				Title:	General Counsel and Head of
					Business Administration
Accepted and agreed as of the date first written above:
THE CHILDREN’S HOSPITAL OF PHILADELPHIA
By:	/s/ Jeffrey D. Kahn
	Name:	Jeffrey D. Kahn
	Title:	Executive Vice President and General Counsel

3