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.
1
)*
Spark Therapeutics,
Inc.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
84652J103
(CUSIP Number)
December 31, 2018
Date of Event Which Requires Filing of
the Statement
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*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).
|
Cusip No.
84652J103
|
13G/A
|
Page
2
of 13
Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Partner Fund 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
2,183,393 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)
5.8%
1
|
|
12.
|
TYPE OF REPORTING PERSON
IA; PN
|
|
|
1
|
The percentages reported in this Schedule 13G/A are based upon 37,747,117 shares of common stock
outstanding as of November 1, 2018 according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on
November 6, 2018.
|
|
Cusip No.
84652J103
|
13G/A
|
Page
3
of 13
Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,183,393 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)
5.8%
|
|
12.
|
TYPE OF REPORTING PERSON
OO
|
|
Cusip No.
84652J103
|
13G/A
|
Page
4
of 13
Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
26,477 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)
0.1%
|
|
12.
|
TYPE OF REPORTING PERSON
IA; PN
|
|
Cusip No.
84652J103
|
13G/A
|
Page
5 of 13 Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
26,477 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)
0.1%
|
|
12.
|
TYPE OF REPORTING PERSON
OO
|
|
Cusip No.
84652J103
|
13G/A
|
Page
6
of 13
Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,209,870 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)
5.9%
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
|
Cusip No.
84652J103
|
13G/A
|
Page
7
of 13
Pages
|
|
1.
|
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE 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
2,209,870 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)
5.9%
|
|
12.
|
TYPE OF REPORTING PERSON
IN
|
|
Cusip No.
84652J103
|
13G/A
|
Page
8
of 13
Pages
|
Spark Therapeutics, Inc.
|
|
Item 1(b)
|
Address of Issuer’s Principal Executive Offices
|
3737 Market Street, Suite 1300, Philadelphia, PA
19104
|
|
Item 2(a)
|
Name of Person Filing
|
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 owned by the following funds: Healthcare Emerging
Growth Master Fund, L.P., a Cayman Islands limited partnership (“HEGM”), PFM Global Long Alpha Master Fund, L.P., a
Cayman Islands limited partnership (“GLAM”), PFM Global Long Alpha Institutional Master Fund, L.P., a Cayman Islands
limited partnership (“GLAI”), PFM Healthcare Master Fund, L.P., a Cayman Islands limited partnership (“HCM”),
PFM Healthcare Long Master Fund, L.P., a Cayman Islands limited partnership (“HCLM”), PFM Thematic Growth Master Fund,
L.P., a Cayman Islands limited partnership (“TGM”), PFM Thematic Growth Institutional Master Fund, L.P., a Cayman Islands
limited partnership (“TGIM”), PFM Therapeutics Master Fund, L.P., a Cayman Islands limited partnership (“TM”),
PFM Healthcare Principals Fund, L.P., a Delaware limited partnership (“HCP”), PFM Thematic Growth Principals Fund,
L.P., a Delaware limited partnership (“TGP” and, collectively with HEGM, GLAM, GLAI, HCM, HCLM, TGM, TGIM, TM and HCP,
the “Funds”).
PFM is the investment advisor for the Funds other
than HCP and TGP. PIM is the investment advisor for HCP and TGP. PFM-GP and PIM-GP are, respectively, the general partners of PFM
and PIM. Grossman is the portfolio manager for the health care strategy for the Funds. James is the chief investment officer for
PIM and PFM and member manager of PFM-GP and PIM-GP.
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).
|
|
Item 2(b)
|
Address of Principal Business Office
|
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.
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.
|
Cusip No.
84652J103
|
13G/A
|
Page
9
of 13
Pages
|
|
|
Item 2(d)
|
Title of Class of Securities
|
Common stock, $0.001 par value
84652J103
|
|
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:
|
|
|
(a)
|
¨
|
Broker or dealer registered under Section 15 of the Exchange Act;
|
|
|
|
|
|
|
|
(b)
|
¨
|
Bank as defined in Section 3(a)(6) of the Exchange Act;
|
|
|
|
|
|
|
|
(c)
|
¨
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act;
|
|
|
|
|
|
|
|
(d)
|
¨
|
Investment company registered under Section 8 of the Investment Company Act;
|
|
|
|
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
|
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
|
|
|
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
|
|
|
|
|
(h)
|
¨
|
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
|
|
|
|
|
|
(i)
|
¨
|
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
|
|
|
|
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
|
|
|
|
|
|
|
(k)
|
¨
|
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
|
If filing as
a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
|
Cusip No.
84652J103
|
13G/A
|
Page
10
of 13
Pages
|
|
|
A.
|
Partner Fund Management, L.P. and Partner Fund Management GP, LLC
|
|
|
(a)
|
PFM and PFM-GP may be deemed to beneficially own 2,183,393 shares of Common Stock.
|
|
|
(b)
|
The number of shares PFM and PFM-GP may be deemed to beneficially own constitutes approximately 5.8%
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: 2,183,393
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 2,183,393
|
|
|
B.
|
Partner Investment Management, L.P. and Partner Investment Management GP, LLC
|
|
|
(a)
|
PIM and PIM-GP may be deemed to beneficially own 26,477 shares of Common Stock.
|
|
|
(b)
|
The number of shares PIM and PIM-GP may be deemed to beneficially own constitutes approximately
0.1% 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: 26,477
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 26,477
|
|
Cusip No.
84652J103
|
13G/A
|
Page
11
of 13
Pages
|
|
|
(a)
|
Grossman may be deemed to beneficially own 2,209,870 shares of Common Stock.
|
|
|
(b)
|
The number of shares Grossman may be deemed to beneficially own constitutes approximately 5.9%
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: 2,209,870
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 2,209,870
|
|
|
(a)
|
James may be deemed to beneficially own 2,209,870 shares of Common Stock.
|
|
|
(b)
|
The number of shares James may be deemed to beneficially own constitutes approximately 5.9% 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: 2,209,870
|
|
|
(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 2,209,870
|
|
|
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
¨
.
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
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
|
|
Item 8
|
Identification and Classification of Members of the Group
|
Not Applicable
|
Cusip No.
84652J103
|
13G/A
|
Page
12 of 13 Pages
|
|
|
Item 9
|
Notice of Dissolution of Group
|
Not Applicable
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 14
th
day of February, 2019.
|
PARTNER FUND MANAGEMENT, L.P.
By: Partner Fund Management GP, LLC
its general partner
By:
/s/ Darin Sadow
Darin Sadow, Authorized Signatory
|
PARTNER FUND MANAGEMENT GP, LLC
By:
/s/ Darin Sadow
Darin Sadow, Authorized Signatory
|
|
PARTNER INVESTMENT MANAGEMENT, L.P.
By: Partner Investment Management GP, LLC,
its general partner
By:
/s/ Darin Sadow
Darin Sadow, Authorized Signatory
|
PARTNER INVESTMENT MANAGEMENT GP, LLC
By:
/s/ Darin Sadow
Darin Sadow, Authorized Signatory
|
|
BRIAN D. GROSSMAN
By:
/s/ Darin Sadow
Darin Sadow,
attorney-in-fact
*
|
CHRISTOPHER M. JAMES
By:
/s/ Darin Sadow
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.
|
Onconetix (NASDAQ:ONCE)
Historical Stock Chart
From Feb 2025 to Mar 2025
Onconetix (NASDAQ:ONCE)
Historical Stock Chart
From Mar 2024 to Mar 2025
