0001628280-21-023465.txt : 20211116 0001628280-21-023465.hdr.sgml : 20211116 20211116063452 ACCESSION NUMBER: 0001628280-21-023465 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: Baird William D III CENTRAL INDEX KEY: 0001547658 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40791 FILM NUMBER: 211414062 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: 2seventy bio, Inc. CENTRAL INDEX KEY: 0001860782 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 863658454 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 60 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02210 BUSINESS PHONE: 339-499-9300 MAIL ADDRESS: STREET 1: 60 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02210 4 1 wf-form4_163706241602381.xml FORM 4 X0306 4 2021-11-11 0 0001860782 2seventy bio, Inc. TSVT 0001547658 Baird William D III 2SEVENTY BIO, INC. 60 BINNEY STREET CAMBRIDGE MA 02142 0 1 0 0 Chief Financial Officer Common Stock 2021-11-11 4 A 0 2461 0 A 2461 D Common Stock 2021-11-11 4 A 0 2461 0 A 4922 D Common Stock 2021-11-11 4 A 0 8049 0 A 12971 D Common Stock 2021-11-11 4 A 0 21628 0 A 34599 D Common Stock 2021-11-11 4 A 0 21627 0 A 58901 D Stock Option (right to buy) 243.27 2021-11-11 4 A 0 19690 0 A 2029-03-01 Common Stock 19690.0 19690 D Stock Option (right to buy) 114.67 2021-11-11 4 A 0 6563 0 A 2030-03-02 Common Stock 6563.0 6563 D Stock Option (right to buy) 44.17 2021-11-11 4 A 0 16098 0 A 2031-02-16 Common Stock 16098.0 16098 D In connection with the separation (the "Separation") of seventy bio, Inc. ("2seventy") from bluebird bio, Inc. ("bluebird"), the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests over a four-year period at a rate of 25% on 02/11/2020, 25% on 02/11/2021, 25% on 02/11/2022, and 25% on 02/11/2023. 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"), 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 (the "2seventy VWAP") multiplied by the distribution ratio and (2) the volume-weighted average trading price of bluebird common stock (trading "regular way") on the five trading days immediately following the distribution date (the "bluebird Post-Distribution VWAP"). The number of shares underlying the converted 2seventy equity awards was determined by multiplying the number of shares underlying the existing bluebird equity awards by a fraction, the numerator of which is the bluebird Pre-Distribution VWAP and the denominator of which is the sum of (1) the 2seventy VWAP multiplied by the distribution ratio and (2) the quotient obtained by dividing the bluebird Post-Distribution VWAP by the distribution ratio. bluebird equity awards granted on or after January 1, 2021, such equity awards were converted into 2seventy equity awards. The number of shares of 2seventy common stock underlying such converted 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 2seventy VWAP. In connection with the Separation, the reporting person received a grant of restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation. This restricted stock unit award vests over a four-year period at the rate of 25% on 01/04/2021, 25% on 01/04/2022, 25% on 01/04/2023, and 25% on 01/04/2024 (see footnotes 2 and 3). In connection with the Separation, the reporting person received a grant of restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation. This restricted stock unit award vests over a four-year period at the rate of 25% on 01/04/2022, 25% on 01/04/2023, 25% on 01/04/2024, and 25% on 01/04/2025 (see footnotes 2 and 3). In connection with the Separation, the reporting person received a grant of restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation. This restricted stock unit award vests over a two-year period at the rate of 40% on 08/02/2022 and 60% on 08/02/2023 (see footnotes 2 and 3). In connection with the Separation, the reporting person received a grant of restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests upon the satisfaction of certain performance criteria. Includes 2,675 shares of 2seventy's common stock received in a pro rata distribution by bluebird as a result of the Separation. Represents options to purchase shares of 2seventy's common stock granted to the reporting person in connection with the Separation (see footnotes 2 and 3). This option vests over a four-year period, at a rate of 25% on 02/11/2020 and in 36 equal monthly installments thereafter (see footnotes 2 and 3). This option vests over a four-year period, at a rate of 25% on 01/04/2021 and in 36 equal monthly installments thereafter (see footnotes 2 and 3). This option vests over a four-year period, at a rate of 25% on 01/04/2022 and in 36 equal monthly installments thereafter (see footnotes 2 and 3). /s/ Teresa Jurgensen, Attorney-in-Fact 2021-11-16