UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

OF THE SECURITIES EXCHANGE ACT OF 1934

~~January~~February 3010, 2015

Commission File Number: 001-35990

Prosensa Holding N.V.

J.H. Oortweg 21

2333 CH Leiden

The Netherlands

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

~~INCORPORATION~~On BYFebruary 10, ~~REFERENCE~~2015, Prosensa Holding N.V. (“Prosensa”) issued a press release announcing that it would file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, with the Securities Exchange Commission on February 11, 2015, in order to voluntarily delist the registered shares of Prosensa, nominal value €0.01 per share (the “Shares”) from the NASDAQ Global Select Market. Prosensa anticipates that NASDAQ will suspend trading in the Shares effective as of the close of trading on February 11, 2015.

~~This~~Prosensa ~~report~~also onannounced ~~Form~~that ~~6-K~~it ~~shall~~entered beinto ~~deemed~~an toasset besale ~~incorporated~~agreement bywith ~~reference~~BioMarin ~~into~~Falcons ~~the~~B.V. ~~registration~~(“BioMarin ~~statements~~Falcons”), pursuant onto ~~Form~~which ~~F-3~~BioMarin ~~(Registration~~Falcons ~~Number~~will ~~333-197240)~~acquire all of Prosensa’s assets and ~~Form S-8~~assume all of Prosensa’s liabilities (~~Registration~~the ~~Number~~“Asset ~~333-194650~~Sale”). ofThe Company expects the Asset Sale to close on February 12, 2015. In conjunction with the Asset Sale, Prosensa ~~Holding~~will Nmake an advance liquidation distribution to its remaining shareholders with each remaining shareholder receiving a cash payment equal to $17.V75 per Share as well as one contingent value right to receive cash payments of up to $4.14 (per Share in the ~~“Registrant”)~~aggregate upon the achievement of certain product approval milestones, without interest thereon and toless any applicable withholding taxes. Further information regarding applicable withholding taxes can be afound ~~part~~in ~~thereof~~the ~~from~~Offer to Purchase filed as Exhibit (a)(1)(A) to the ~~date~~Schedule TO filed by BioMarin Pharmaceutical Inc. on ~~which~~December 12, ~~this~~2014, ~~report~~as isamended. ~~filed~~If a shareholder holds its Shares through the Depositary Trust Company, tothe shareholder will receive its advance liquidation distribution through the ~~extent~~Depositary Trust Company. Following the Asset Sale and advance liquidation distribution, Prosensa is not ~~superseded~~expected byto ~~documents~~have orany ~~reports~~assets, ~~subsequently~~no ~~filed~~further ordistributions are expected to be made and the Shares are expected ~~furnished~~to have little to no value.

On January 30, 2015, BioMarin Pharmaceutical Inc. (“BioMarin”) announced the completion of the subsequent offering period and final results for its previously-announced tender offer by subsidiaries of BioMarin to purchase all of the issued and outstanding ordinary shares, nominal value €0.01 per share, of the Registrant (the “Shares”).

On the same day, the Registrant issued a press release announcing its intention to (1) voluntarily delist the Shares from the NASDAQ Global Select Market and (2) upon satisfaction of the applicable requirements, deregister the Shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and to suspend its reporting obligations under the Exchange Act once it is eligible to do so, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

List of Exhibits

Exhibit 99.1 Press release issued by Prosensa Holding N.V., dated ~~January~~February 3010, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PROSENSA HOLDING N.V. By: /s/ ~~Giles~~Richard ~~Campion~~Holslag Name: ~~Giles~~Richard ~~Campion~~Holslag Title: Managing Director By: /s/ Scott Clarke Name: Scott Clarke Title: Managing Director

Dated: ~~January~~February 3010, 2015

EXHIBIT INDEX

No.		Description
99.1		Press release issued by Prosensa Holding N.V., dated ~~January~~February 3010, 2015.

Filing Compare · Prosensa Holding N.V. in liquidatie