Mark Vachon - Nov 11, 2021 Form 4 Insider Report for bluebird bio, Inc. (BLUE)

Role: Director
Signature: /s/ Helen Fu, Attorney-in-Fact
Stock symbol: BLUE
Transactions as of: Nov 11, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/16/2021, 05:22 AM
Previous filing: Jun 17, 2021
Next filing: Jun 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BLUE	Common Stock	Other	$0	+6.24K	+170.66%	$0.00	9.9K	Nov 11, 2021	Direct	F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	BLUE	Stock Option (right to buy)	Other	$0	-7.38K	-50%	$0.00	7.38K	Nov 11, 2021	Common Stock	7.38K	$92.14	Direct	F4
transaction	BLUE	Stock Option (right to buy)	Other	$0	-3.94K	-50%	$0.00	3.94K	Nov 11, 2021	Common Stock	3.94K	$55.29	Direct	F5
transaction	BLUE	Stock Option (right to buy)	Other	$0	-3.94K	-50%	$0.00	3.94K	Nov 11, 2021	Common Stock	3.94K	$91.20	Direct	F6
transaction	BLUE	Stock Option (right to buy)	Other	$0	-3.94K	-50%	$0.00	3.94K	Nov 11, 2021	Common Stock	3.94K	$60.78	Direct	F7
transaction	BLUE	Stock Option (right to buy)	Other	$0	-2.95K	-50%	$0.00	2.95K	Nov 11, 2021	Common Stock	2.95K	$31.93	Direct	F8
transaction	BLUE	Stock Option (right to buy)	Other	$0	-10K	-50%	$0.00	10K	Nov 11, 2021	Common Stock	10K	$16.36	Direct	F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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") 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 June 15, 2021 and vests 100% on the earlier of June 15, 2022 or the date of the next annual meeting of stockholders.
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 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 June 4, 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.
F5	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 June 8, 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.
F6	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 June 20, 2018 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.
F7	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 June 6, 2019 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.
F8	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 June 18, 2020 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.
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 to preserve the value associated with the original award (see footnotes 2 and 3). This option shall vest 100% on the earlier of June 15, 2022 or the date of the next annual meeting of the stockholders. The exercise price of the option has been adjusted based on the conversion ratio described in footnotes 2 and 3.