Sec Form 4 Filing - Gregory Philip D @ bluebird bio, Inc. - 2021-11-11

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
Gregory Philip D
2. Issuer Name and Ticker or Trading Symbol
bluebird bio, Inc. [ BLUE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer
(Last) (First) (Middle)
60 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2021
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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( 1 )( 2 )( 3 ) 11/11/2021 J 2,092 A $ 0 23,420 D
Common Stock( 2 )( 3 )( 4 ) 11/11/2021 J 3,323 A $ 0 26,743 D
Common Stock( 2 )( 3 )( 5 ) 11/11/2021 J 7,384 A $ 0 34,127 D
Common Stock( 2 )( 3 )( 6 ) 11/11/2021 J 0 A $ 0 34,127 D
Common Stock( 2 )( 3 )( 7 ) 11/11/2021 J 0 A $ 0 34,127 D
Common Stock( 2 )( 3 )( 8 ) 11/11/2021 J 0 A $ 0 34,127 D
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
Stock Option (right to buy) $ 81.23( 9 ) 11/11/2021 J 50,000 ( 9 ) 07/01/2025 Common Stock 49,227 $ 0 49,227 D
Stock Option (right to buy) $ 25.16( 10 ) 11/11/2021 J 6,200 ( 10 ) 03/01/2026 Common Stock 6,103 $ 0 6,103 D
Stock Option (right to buy) $ 37.66( 11 ) 11/11/2021 J 25,000 ( 11 ) 02/01/2027 Common Stock 24,613 $ 0 24,613 D
Stock Option (right to buy) $ 102.24( 12 ) 11/11/2021 J 34,000 ( 12 ) 02/01/2028 Common Stock 33,474 $ 0 33,474 D
Stock Option (right to buy) $ 67.06( 13 ) 11/11/2021 J 27,000 ( 13 ) 02/01/2029 Common Stock 26,582 $ 0 26,582 D
Stock Option (right to buy) $ 36.78( 14 ) 11/11/2021 J 20,000 ( 14 ) 03/02/2030 Common Stock 19,690 $ 0 19,690 D
Stock Option (right to buy) $ 0( 15 ) 11/11/2021 J 25,000 ( 15 ) 02/16/2031 Common Stock 0 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gregory Philip D
60 BINNEY STREET
CAMBRIDGE, MA02142
Chief Scientific Officer
Signatures
/s/ Helen Fu, Attorney-in-Fact 11/17/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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 associa ted with the original restricted stock unit award (see footnotes 2 and 3). This restricted stock unit award was originally granted on February 1, 2018 and 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.
( 2 )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").
( 3 )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.
( 4 )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 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 February 1, 2019 and 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 .
( 5 )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 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 March 2, 2020 and 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.
( 6 )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 February 16, 2021 and vests over a four-year period at a rate of 25% on 01/04/2022, 25% on 01/04/2023, 25% on 01/04/2024, and 25% on 01/04/2025.
( 7 )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 August 2, 2021 and vests over a two-year period at the rate of 40% on August 2, 2022 and 60% on August 2, 2023.
( 8 )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 August 2, 2021 and vests upon the satisfaction of certain performance criteria.
( 9 )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 July 1, 2015 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.
( 10 )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 March 1, 2016 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 footnotes 2 and 3.
( 11 )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 February 1, 2017 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.
( 12 )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 February 1, 2018 and vests over a four-year period, at a rate of 25% on 01/04/2019 and in 36 equal monthly installments thereafter. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.
( 13 )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 February 1, 2019 and vests over a four-year period, at a rate of 25% on 01/04/2020 and in 36 equal monthly installments thereafter. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.
( 14 )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 March 2, 2020 and vests over a four-year period, at a rate of 25% on 01/04/2021 and in 36 equal monthly installments thereafter. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.
( 15 )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 February 16, 2021 and vests over a four-year period, at a rate of 25% on 01/04/2022 and in 36 equal monthly installments thereafter. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.

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