0001628280-21-023461.txt : 20211116 0001628280-21-023461.hdr.sgml : 20211116 20211116062736 ACCESSION NUMBER: 0001628280-21-023461 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211111 FILED AS OF DATE: 20211116 DATE AS OF CHANGE: 20211116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tita-Reid Najoh CENTRAL INDEX KEY: 0001886008 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35966 FILM NUMBER: 211414046 MAIL ADDRESS: STREET 1: 60 BINNEY STREET STREET 2: C/O BLUEBIRD BIO, INC. CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: bluebird bio, Inc. CENTRAL INDEX KEY: 0001293971 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 60 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 339-499-9300 MAIL ADDRESS: STREET 1: 60 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Genetix Pharmaceuticals Inc DATE OF NAME CHANGE: 20040616 4 1 wf-form4_163706198828642.xml FORM 4 X0306 4 2021-11-11 0 0001293971 bluebird bio, Inc. BLUE 0001886008 Tita-Reid Najoh 60 BINNEY STREET CAMBRIDGE MA 02142 1 0 0 0 Common Stock 2021-11-11 4 J 0 9361 0 A 9361 D Stock Option (right to buy) 9.46 2021-11-11 4 J 0 15057 0 D 2031-09-29 Common Stock 15057.0 15057 D Represents restricted stock units awarded to the reporting person prior to the separation (the "Separation") of 2seventy bio, Inc. ("2seventy") from bluebird bio, Inc. ("bluebird"). In connection with the Separation, the restricted stock units underlying this award were adjusted pursuant to the the Employee Matters Agreement by and between 2seventy and bluebird (the "EMA") to preserve the value associated with the original restricted stock unit award (see footnotes 2 and 3). This restricted stock unit award was originally granted on September 29, 2021 and vests ratably over three years in annual installments commencing on September 29, 2021. bluebird equity awards granted prior to January 1, 2021 were converted into equity awards of both bluebird and 2seventy. The number of shares underlying the converted bluebird equity awards was determined by multiplying the number of shares underlying the existing bluebird equity award by a fraction, the numerator of which is the volume-weighted average trading price of bluebird common stock (trading "regular way") on the five trading days immediately prior to the distribution date (the "bluebird Pre-Distribution VWAP") and the denominator of which is the sum of (1) the volume-weighted average trading price of 2seventy common stock (trading "regular way") on the five trading days immediately following the distribution date multiplied by the distribution ratio and (2) the volume-weighted average trading price of bluebird bio common stock (trading "regular way") on the five trading days immediately following the distribution date (the "bluebird Post-Distribution VWAP"). bluebird equity awards granted on or after January 1, 2021, such equity awards continued as bluebird equity awards, subject to adjustment. The adjusted number of shares of bluebird common stock underlying such equity awards is equal to the number of shares of bluebird common stock subject to the equity award immediately prior to the distribution multiplied by a fraction, the numerator of which is the bluebird Pre-Distribution VWAP and the denominator of which is the bluebird Post-Distribution VWAP. Represents options to purchase bluebird common stock awarded to the reporting person prior to the Separation. In connection with the Separation, the shares of common stock underlying this award were adjusted pursuant to the EMA to preserve the value associated with the original award (see footnotes 2 and 3). This option was originally granted on September 29, 2021 and shall vest over three years in annual installments commencing on September 29, 2021. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3. /s/ Helen Fu, Attorney-in-Fact 2021-11-16