0001628280-21-023470.txt : 20211116 0001628280-21-023470.hdr.sgml : 20211116 20211116064320 ACCESSION NUMBER: 0001628280-21-023470 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: Leschly Nick CENTRAL INDEX KEY: 0001578408 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40791 FILM NUMBER: 211414072 MAIL ADDRESS: STREET 1: C/O BLUEBIRD BIO, INC. STREET 2: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 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_163706292470660.xml FORM 4 X0306 4 2021-11-11 0 0001860782 2seventy bio, Inc. TSVT 0001578408 Leschly Nick 2SEVENTY BIO, INC. 60 BINNEY STREET CAMBRIDGE MA 02142 1 1 0 0 President and CEO Common Stock 2021-11-11 4 A 0 2461 0 A 2461 D Common Stock 2021-11-11 4 A 0 4102 0 A 6563 D Common Stock 2021-11-11 4 A 0 7999 0 A 14562 D Common Stock 2021-11-11 4 A 0 11591 0 A 26153 D Common Stock 2021-11-11 4 A 0 33038 0 A 59191 D Common Stock 2021-11-11 4 A 0 50425 0 A 191301 D Common Stock 15233 I Nick Leschly 2001 Trust Common Stock 41000 I Nick Leschly Irrevocable GST Trust of 2019 Stock Option (right to buy) 38.0 2021-11-11 4 A 0 54149 0 A 2024-03-03 Common Stock 54149.0 54149 D Stock Option (right to buy) 151.25 2021-11-11 4 A 0 54149 0 A 2025-03-02 Common Stock 54149.0 54149 D Stock Option (right to buy) 78.44 2021-11-11 4 A 0 29535 0 A 2026-03-01 Common Stock 29535.0 29535 D Stock Option (right to buy) 117.4 2021-11-11 4 A 0 36099 0 A 2027-02-01 Common Stock 36099.0 36099 D Stock Option (right to buy) 318.73 2021-11-11 4 A 0 39381 0 A 2028-02-01 Common Stock 39381.0 39381 D Stock Option (right to buy) 209.06 2021-11-11 4 A 0 32817 0 A 2029-02-01 Common Stock 32817.0 32817 D Stock Option (right to buy) 114.67 2021-11-11 4 A 0 21331 0 A 2030-03-02 Common Stock 21331.0 21331 D Stock Option (right to buy) 44.17 2021-11-11 4 A 0 57957 0 A 2031-02-16 Common Stock 57957.0 57957 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 footnote 16). This restricted stock unit award vests over a four-year period at a rate of 25% on 01/04/2019, 25% on 01/04/2020, 25% on 01/04/2021, and 25% on 01/04/2022. 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 (see footnotes 2 and 3). This restricted stock unit award vests over a four-year period at a rate of 25% on 01/04/2020, 25% on 01/04/2021, 25% on 01/04/2022, and 25% on 01/04/2023 . 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 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. 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 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. 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 over a two-year period at the rate of 40% on 08/02/2022 and 60% on 08/02/2023. 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 81,685 shares of 2seventy's common stock received in a pro rata distribution by bluebird as a result of the Separation. Represents 15,233 shares of 2seventy's common stock received by the Nick Leschly 2001 Trust in a pro rata distribution by bluebird as a result of the Separation. Represents 41,000 shares of 2seventy's common stock received by the Nick Leschly Irrevocable GST Trust of 2019 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 is fully vested and exercisable as of the date hereof (see footnotes 2 and 3). This option vests over a four-year period, at a rate of 25% on 01/04/2019 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 01/04/2020 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