FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
bluebird bio, Inc. [ BLUE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/24/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 06/24/2013 | C | 2,254,357(1) | A | (1) | 2,254,357 | D(2) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Series A-1 Convertible Preferred Stock | (3) | 06/24/2013 | C | 6,169,117 | (3) | (3) | Common Stock | 325,255 | $0 | 0 | D(2) | ||||
Series A-2 Convertible Preferred Stock | (3) | 06/24/2013 | C | 11,835,834 | (3) | (3) | Common Stock | 624,021 | $0 | 0 | D(2) | ||||
Series B Convertible Preferred Stock | (3) | 06/24/2013 | C | 17,749,014 | (3) | (3) | Common Stock | 935,783 | $0 | 0 | D(2) | ||||
Series C Convertible Preferred Stock | (3) | 06/24/2013 | C | 3,994,248 | (3) | (3) | Common Stock | 210,589 | $0 | 0 | D(2) | ||||
Series D Convertible Preferred Stock | (3) | 06/24/2013 | C | 3,010,234 | (3) | (3) | Common Stock | 158,709 | $0 | 0 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 660,982 | (4) | 11/16/2015 | Series A-1 Convertible Preferred Stock | 660,982 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 34,849 | (4) | 11/16/2015 | Common Stock | 34,849 | $0 | 34,849 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 440,650 | (4) | 10/26/2016 | Series A-1 Convertible Preferred Stock | 440,650 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 23,232 | (4) | 10/26/2016 | Common Stock | 23,232 | $0 | 23,232 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 1,038,674 | (4) | 05/03/2017 | Series A-1 Convertible Preferred Stock | 1,038,674 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 54,760 | (4) | 05/03/2017 | Common Stock | 54,760 | $0 | 54,760 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 236,062 | (4) | 08/28/2018 | Series A-1 Convertible Preferred Stock | 236,062 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 12,445 | (4) | 08/28/2018 | Common Stock | 12,445 | $0 | 12,445 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 236,062 | (4) | 12/18/2018 | Series A-1 Convertible Preferred Stock | 236,062 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 12,445 | (4) | 12/18/2018 | Common Stock | 12,445 | $0 | 12,445 | D(2) | ||||
Series A-1 Warrants | $0.6619 | 06/24/2013 | J(5) | 462,681 | (4) | 04/15/2019 | Series A-1 Convertible Preferred Stock | 462,681 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $12.55 | 06/24/2013 | J(5) | 24,393 | (4) | 04/15/2019 | Common Stock | 24,393 | $0 | 24,393 | D(2) | ||||
Series B Warrants | $0.3262 | 06/24/2013 | J(6) | 287,400 | (4) | 04/15/2019 | Series B-1 Convertible Preferred Stock | 287,400 | $0 | 0 | D(2) | ||||
Common Stock Warrants | $6.19 | 06/24/2013 | J(6) | 15,152 | (4) | 04/15/2019 | Common Stock | 15,152 | $0 | 15,152 | D(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This transaction represents the total number of shares received upon conversion of bluebird bio, Inc. ("bluebird") Series A-1 Convertible Preferred Stock ("Series A-1 Shares"), Series A-2 Convertible Preferred Stock ("Series A-2 Shares"), Series B Convertible Preferred Stock ("Series B Shares"), Series C Convertible Preferred Stock ("Series C Shares") and Series D Convertible Preferred Stock (the "Series D Shares" and together with the Series A-1 Shares, Series A-2 Shares, Series B Shares and Series C Shares, collectively, the "Preferred Shares"). |
2. The shares are held directly by TVM V Life Science Ventures GmbH & Co. KG ("TVM V"). TVM V's general partner, TVM Capital GmbH ("TVM"), and its authorized officers, Axel Polack ("Polack"), Helmut Schuehsler ("Schuehsler"), Alexandra Goll ("Goll"), Hubert Birner ("Birner") and Stefan Fischer ("Fischer") may be deemed to share voting and dispositive power over the shares held by TVM V. Each of TVM, Polack, Schuehsler, Goll, Birner and Fischer disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any. |
3. The Preferred Shares automatically converted into bluebird Common Stock on an 18.967-for-one ratio upon the closing of the initial public offering of bluebird without payment of further consideration. The Preferred Shares had no expiration date. |
4. The warrants are currently exercisable. |
5. This transaction represents a deemed disposition of warrants to purchase shares of Series A-1 Convertible Preferred Stock and a deemed acquisition of warrants to purchase shares of Common Stock on an 18.967-for-one basis, which happened automatically upon the closing of the initial public offering of bluebird without payment of further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants. |
6. This transaction represents a deemed disposition of warrants to purchase shares of Series B Convertible Preferred Stock and a deemed acquisition of warrants to purchase shares of Common Stock on an 18.967-for-one basis, which happened automatically upon the closing of the initial public offering of bluebird without payment of further consideration. The transaction is listed solely for the purpose of reporting the change in the shares underlying the warrants. |
/s/ Stefan Fischer, Attorney-in-Fact for TVM V Life Science Ventures GmbH & Co. KG | 06/24/2013 | |
/s/ Stefan Fischer, Attorney-in-Fact for TVM Capital GmbH | 06/24/2013 | |
/s/ Stefan Fischer, Attorney-in-Fact for Axel Polack | 06/24/2013 | |
/s/ Stefan Fischer, Attorney-in-Fact for Helmut Schuehsler | 06/24/2013 | |
/s/ Stefan Fischer, Attorney-in-Fact for Alexandra Goll | 06/24/2013 | |
/s/ Stefan Fischer, Attorney-in-Fact for Hubert Birner | 06/24/2013 | |
/s/ Stefan Fischer | 06/24/2013 | |
** Signature of Reporting Person | Date | |
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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |