Thomas J. Klima - Nov 11, 2021 Form 4 Insider Report for bluebird bio, Inc. (BLUE)

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, 05:33 AM
Previous filing
Jun 2, 2021
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BLUE Common Stock Other $0 +50.2K $0.00 50.2K 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) Disposed to Issuer $0 -100K -50% $0.00 100K Nov 11, 2021 Common Stock 100K $15.50 Direct F4
* 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 1, 2021 and vests over a four-year period at the rate of 25% on June 1, 2022, 25% on June 1, 2023, 25% on June 1, 2024 and 25% on June 1, 2025.
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 to preserve the value associated with the original award (see footnotes 2 and 3). This option was originally granted on June 1, 2021 and vests over a four-year period at the rate of 25% on June 1, 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.