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