0001628280-21-023654.txt : 20211117 0001628280-21-023654.hdr.sgml : 20211117 20211117085836 ACCESSION NUMBER: 0001628280-21-023654 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211111 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sellers William R. CENTRAL INDEX KEY: 0001776354 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35966 FILM NUMBER: 211418552 MAIL ADDRESS: STREET 1: C/O BLUEBIRD BIO, INC. STREET 2: 60 BINNEY STREET 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_163715749994914.xml FORM 4 X0306 4 2021-11-11 1 0001293971 bluebird bio, Inc. BLUE 0001776354 Sellers William R. 60 BINNEY STREET CAMBRIDGE MA 02142 1 0 0 0 Common Stock 2021-11-11 4 J 0 657 0 A 3601 D Common Stock 2021-11-11 4 J 0 0 0 A 3601 D Stock Option (right to buy) 52.36 2021-11-11 4 D 0 8000 0 D 2029-09-25 Common Stock 7876.0 7876 D Stock Option (right to buy) 31.93 2021-11-11 4 D 0 3000 0 D 2030-06-18 Common Stock 2953.0 2953 D Stock Option (right to buy) 0.0 2021-11-11 4 D 0 5000 0 D 2031-06-15 Common Stock 0.0 0 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 Employee Matters Agreement by and between 2seventy and bluebird (the "EMA") such that the reporting person received restricted stock units of 2seventy 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 25, 2019 and vests ratably over three years in annual installments commencing on September 25, 2019. 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 restricted stock units awarded to the reporting person prior to the Separation. In connection with the Separation, the restricted stock units underlying this award were adjusted pursuant to 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 June 15, 2021 and vests 100% on the earlier of June 15, 2022 or the date of the next annual meeting of stockholders. 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 such that the reporting person received options to purchase shares of 2seventy common stock to preserve the value associated with the original award (see footnotes 2 and 3). This option was originally granted on September 25, 2019 and vests ratably over three years in annual installments commencing on September 25, 2019. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3. 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 such that the reporting person received options to purchase shares of 2seventy common stock to preserve the value associated with the original award (see footnotes 2 and 3). This option was originally granted on June 18, 2020 and is fully vested and exercisable as of the date hereof. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3. 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 June 15, 2021 and vests 100% on the earlier of June 15, 2022 or the date of the next annual meeting of stockholders. 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 2021-11-17