Sec Form 4 Filing - THIRD ROCK VENTURES LP @ bluebird bio, Inc. - 2014-09-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
THIRD ROCK VENTURES LP
2. Issuer Name and Ticker or Trading Symbol
bluebird bio, Inc. [ BLUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
29 NEWBURY STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/11/2014
(Street)
BOSTON, MA02116
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/11/2014 S 87,000 D $ 36.52 ( 1 ) 2,329,974 D ( 2 )
Common Stock 09/11/2014 J( 3 ) 1,076,920 D $ 0 1,253,054 D ( 2 )
Common Stock 09/11/2014 J( 4 ) 79,062 A $ 0 79,062 D ( 5 )
Common Stock 09/11/2014 J( 6 ) 79,062 D $ 0 0 D ( 5 )
Common Stock 09/12/2014 S 38,000 D $ 36.59 ( 7 ) 1,215,054 D ( 2 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
THIRD ROCK VENTURES LP
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Third Rock Ventures GP, L.P.
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
TRV GP, LLC
29 NEWBURY STREET, 3RD FLOOR
BOSTON, MA02116
X
Signatures
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P., general partner of Third Rock Ventures, L.P. 09/12/2014
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC, general partner of Third Rock Ventures GP, L.P. 09/12/2014
Signature of Reporting Person Date
/s/ Kevin Gillis, Chief Financial Officer of TRV GP, LLC 09/12/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.00 to $36.95, inclusive. Each Reporting Person undertakes to provide to bluebird bio Inc., any security holder of bluebird bio Inc., or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )The shares are directly held by Third Rock Ventures, L.P. ("TRV"). The general partner of TRV is Third Rock Ventures GP, L.P. ("TRV GP"). The general partner of TRV GP is TRV GP, LLC ("TRV GP LLC") and, as such, each of TRV GP and TRV GP LLC exercises shared voting and investment power over the shares held of record by TRV. Each of the Reporting Persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
( 3 )Distribution of shares in kind by TRV on a pro rata basis to its partners.
( 4 )TRV GP received shares distributed in kind by TRV on a pro rata basis to its partners.
( 5 )The shares are directly held by TRV GP. As such, TRV GP LLC exercises voting and investment power over the shares held of record by TRV GP. Each of the filing persons disclaims beneficial ownership of the shares except to the extent of their pecuniary interest therein, if any.
( 6 )Distribution of shares in kind by TRV GP on a pro rata basis to its partners.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $36.25 to $37.005, inclusive. Each Reporting Person undertakes to provide to bluebird bio Inc., any security holder of bluebird bio Inc., or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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