Cole Jason 4

Accession 0001628280-21-023652

CIK 0001293971other

View on SEC.gov Company Profile

Filed

Nov 16, 7:00 PM ET

Accepted

Nov 17, 8:57 AM ET

Size

36.7 KB

Accession

0001628280-21-023652

Insider Transaction Report

Form 4

Period: 2021-11-11

bluebird bio, Inc.BLUE

Cole Jason

SVP, Secy. & General Counsel

Transactions

Other
Common Stock
2021-11-11+3,077→ 27,348 total
Other
Common Stock
2021-11-11+64,781→ 126,380 total
Other
Stock Option (right to buy)
2021-11-11−8,938→ 8,799 total
Exercise: $25.16Exp: 2026-03-03→ Common Stock (8,799 underlying)
Other
Stock Option (right to buy)
2021-11-11−28,500→ 28,059 total
Exercise: $37.66Exp: 2027-02-01→ Common Stock (28,059 underlying)
Other
Stock Option (right to buy)
2021-11-11−25,000→ 24,613 total
Exercise: $102.24Exp: 2028-02-01→ Common Stock (24,613 underlying)
Other
Stock Option (right to buy)
2021-11-11−18,000→ 17,721 total
Exercise: $36.78Exp: 2030-03-02→ Common Stock (17,721 underlying)
Other
Common Stock
2021-11-11+6,645→ 33,993 total
Other
Stock Option (right to buy)
2021-11-11−35,000→ 34,458 total
Exercise: $48.52Exp: 2025-03-02→ Common Stock (34,458 underlying)
Other
Stock Option (right to buy)
2021-11-11−27,500→ 55,211 total
Exercise: $14.17Exp: 2031-02-16→ Common Stock (55,211 underlying)
Other
Common Stock
2021-11-11+1,539→ 24,271 total
Other
Common Stock
2021-11-11+27,606→ 61,599 total
Other
Common Stock
2021-11-11+64,779→ 191,159 total
Other
Stock Option (right to buy)
2021-11-11−25,000→ 24,613 total
Exercise: $67.06Exp: 2029-02-01→ Common Stock (24,613 underlying)

Footnotes (15)

[F1]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 associated 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.
[F10]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 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.
[F11]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.
[F12]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 twenty-five percent (25%) on January 4, 2019, and in 36 equal monthly installments. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.
[F13]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 twenty-five percent (25%) on January 4, 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.
[F14]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.
[F15]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 the rate of 25% on 01/04/2022 and then 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.
[F2]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").
[F3]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.
[F4]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.
[F5]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.
[F6]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 the rate of 25% on 01/04/2022, 25% on 01/04/2023, 25% on 01/04/2024, and 25% on 01/04/2025.
[F7]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.
[F8]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.
[F9]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, 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.

Documents

1 file

4
wf-form4_163715746453420.xmlPrimary
FORM 4

Issuer

bluebird bio, Inc.

CIK 0001293971

→

Entity typeother

Related Parties

filerCIK 0001350360

Filing Metadata

Form type: 4
Filed: Nov 16, 7:00 PM ET
Accepted: Nov 17, 8:57 AM ET
Size: 36.7 KB

View on SEC.gov