8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2017

bluebird bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

DELAWARE	001-35966	13-3680878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
60 Binney Street, Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (339) 499-9300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 18, 2017, the board of directors (the “Board”) of bluebird bio, Inc. (the “Company”), upon the recommendation of the Board’s nominating and corporate governance committee, appointed Mary Lynne Hedley, Ph.D. to the Board as a Class II director.   Dr. Hedley has not been appointed to any committees of the Board, as of the date of this Current Report on Form 8-K.

In connection with the appointment, on September 18, 2017, the Company granted Dr. Hedley a stock option to purchase 10,700 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price equal to the closing price per share of the Common Stock on the NASDAQ Global Select Market on September 18, 2017. Dr. Hedley was also granted on September 18, 2017 restricted stock units for 2,700 shares of Common Stock. The stock options and restricted stock units vest ratably over three years in annual installments.  

Dr. Hedley is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Hedley and any other persons pursuant to which she was selected as a director.

On September 18, 2017, Dr. John Maraganore notified the Company of his resignation from the Board and the Compensation Committee of the Board, effective immediately.  Dr. Maraganore’s resignation was not caused by any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  

Item 7.01 Regulation FD Disclosure

On September 20, 2017, the Company issued a press release announcing Dr. Hedley’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by bluebird bio, Inc. on September 20, 2017

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 hereunto duly authorized.

Date: September 20, 2017	bluebird bio, Inc.
	By:	/s/ Jason F. Cole
		Jason F. Cole
		Chief Legal Officer

EX-99.1

Exhibit 99.1

bluebird bio Appoints Mary Lynne Hedley, Ph.D. to Board of Directors

Cambridge, Mass., September 20, 2017 – bluebird bio, Inc. (Nasdaq: BLUE), a clinical-stage company committed to developing potentially transformative gene therapies for severe genetic diseases and T cell-based immunotherapies for cancer, today announced that it has appointed Mary Lynne Hedley, Ph.D. to its Board of Directors.

“I’m thrilled to welcome Mary Lynne to the Board,” said Nick Leschly, chief bluebird. “Since founding TESARO in 2010, she has shepherded that company from a clinical stage to a commercial stage, and has experience in bringing novel therapies to patients in need. As we continue to progress our four clinical programs, her broad executive experience, from clinical research through operations and commercialization, will be an invaluable resource for the growing bluebird team.”

“bluebird bio is a clear leader in the development of gene therapies for patients with severe genetic diseases, and has shown tremendous promise with its BCMA program in immuno-oncology,” said Dr. Hedley. “I’m excited to have the opportunity to work closely with the bluebird management team to help bring the promise of their transformative therapies to patients in need across multiple products and markets.”

Mary Lynne Hedley, Ph.D., co-founded TESARO, Inc., in 2010 and since that time, has served as the company’s President and as a member of its board of directors. Prior to founding TESARO, Dr. Hedley served as Executive Vice President of Operations and Chief Scientific Officer of Abraxis BioScience. She served as Executive Vice President of Eisai Corporation of North America from January 2008 until July 2009, following the company's acquisition of MGI PHARMA in January 2008. Dr. Hedley served in various positions at MGI PHARMA from 2004 through its acquisition in January 2008, most recently as Executive Vice President and Chief Scientific Officer. Prior to that, Dr. Hedley co-founded and served as the President and Chief Executive Officer of ZYCOS, which was acquired by MGI PHARMA in 2004.

Dr. Hedley completed two consecutive postdoctoral fellowships at Harvard University and earned her doctoral degree in immunology from the University of Texas, Southwestern Medical Center and her Bachelor of Science degree in microbiology from Purdue University. She serves on the Board of Directors of Millendo Therapeutics Inc. and Youville Place, an assisted living facility. She served on the Board of Directors of Receptos, Inc. (NASDAQ: RCPT) from April 2014 until August 2015, when Receptos, Inc. was acquired by Celgene Corporation.

bluebird bio also announced that with Dr. Hedley’s appointment, John Maraganore, Ph.D. will transition off the Board of Directors. Dr. Maraganore has been on bluebird bio’s Board since 2012.

Exhibit 99.1

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s   product candidates and research programs. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks that the preliminary results from our clinical trials will not continue or be repeated in our ongoing clinical trials, the risk of cessation or delay of any of the ongoing or planned clinical studies and/or our development of our product candidates, the risk of a delay in the enrollment of patients in our clinical studies, risks that the current or planned clinical trials of the LentiGlobin drug product will be insufficient to support regulatory submissions or marketing approval in the United States and European Union, the risk that our collaborations, including the collaboration with Celgene, will not continue or will not be successful, and the risk that any one or more of our product candidates will not be successfully developed, approved or commercialized.  For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our annual report on Form 10-K and our most recent quarterly report on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and bluebird bio undertakes no duty to update this information unless required by law.

Contact:

Investors & Media

Elizabeth Pingpank, 617-914-8736

epingpank@bluebirdbio.com