Sec Form 3 Filing - Casdin Capital, LLC @ 2seventy bio, Inc. - 2024-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Casdin Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
2seventy bio, Inc. [ TSVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
1350 AVENUE OF THE AMERICAS, SUITE 2600
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2024
(Street)
NEW YORK, NY10019
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, par value $0.0001 per share 1,182,623 I See footnote ( 1 )
Common Stock, par value $0.0001 per share ( 2 ) 16,600 D ( 3 )
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 Options (Right to buy) $ 4.54 ( 4 ) 03/20/2034 Common Stock, par value $0.0001 per share 33,400 D ( 3 )
Total Return Swap ( 5 ) ( 5 ) ( 5 ) Common Stock, par value $0.0001 per share 599,935 I See footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Casdin Capital, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Casdin Partners Master Fund, L.P.
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Casdin Partners GP, LLC
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Casdin Eli
1350 AVENUE OF THE AMERICAS
SUITE 2600
NEW YORK, NY10019
X
Signatures
Casdin Capital LLC, By: /s/ Eli Casdin, Managing Member 03/25/2024
Signature of Reporting Person Date
Casdin Partners Master Fund, LP, By: Casdin Partners GP, LLC, its General Partner, By: /s/ Eli Casdin, Managing Member 03/25/2024
Signature of Reporting Person Date
Casdin Partners GP LLC, By: /s/ Eli Casdin, Managing Member 03/25/2024
Signature of Reporting Person Date
/s/ Eli Casdin, Eli Casdin 03/25/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities are owned directly by Casdin Partners Master Fund, LP (the "Master Fund") and may be deemed to be indirectly beneficially owned by (i) Casdin Capital, LLC, the investment adviser to the Master Fund, (ii) Casdin Partners GP, LLC, the general partner of the Master Fund, and (ii) Eli Casdin, the managing member of Casdin Capital, LLC and Casdin Partners GP, LLC.
( 2 )This restricted stock unit award vests ratable over three years in annual installments with the first installment vesting on March 20, 2025, subject to the Reporting Person's continued service through the applicable vesting date.
( 3 )The securities are owned directly by Eli Casdin.
( 4 )This stock option vests ratably over three years in annual installments with the first installment vesting on March 20, 2025, subject to the Reporting Person's continued service through the applicable vesting date.
( 5 )The Master Fund has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 599,935.15 notional shares of the Issuer's Common Stock, par value $0.0001 per share. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements.

Remarks:
Eli Casdin has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Casdin's representation, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Exchange Act"), each of the Reporting Persons may be deemed directors by deputization of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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