Nicola Heffron - Nov 11, 2021 Form 4 Insider Report for 2seventy bio, Inc. (TSVT)

Role
Chief Operating Officer
Signature
/s/ Teresa Jurgensen, Attorney-in-Fact
Stock symbol
TSVT
Transactions as of
Nov 11, 2021
Transactions value $
$0
Form type
4
Date filed
11/16/2021, 05:40 AM
Previous filing
Nov 8, 2021
Next filing
Dec 9, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSVT Common Stock Award $0 +2.95K $0.00 2.95K Nov 11, 2021 Direct F1, F2, F3
transaction TSVT Common Stock Award $0 +2.46K +83.34% $0.00 5.41K Nov 11, 2021 Direct F2, F3, F4
transaction TSVT Common Stock Award $0 +8.85K +163.54% $0.00 14.3K Nov 11, 2021 Direct F2, F3, F5
transaction TSVT Common Stock Award $0 +21.2K +148.65% $0.00 35.5K Nov 11, 2021 Direct F2, F3, F6
transaction TSVT Common Stock Award $0 +21.2K +57.99% $0.00 57.8K Nov 11, 2021 Direct F2, F3, F7, F8

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 TSVT Stock Option (right to buy) Award $0 +11.5K $0.00 11.5K Nov 11, 2021 Common Stock 11.5K $135.60 Direct F9, F10
transaction TSVT Stock Option (right to buy) Award $0 +4.92K $0.00 4.92K Nov 11, 2021 Common Stock 4.92K $71.23 Direct F9, F11
transaction TSVT Stock Option (right to buy) Award $0 +17.7K $0.00 17.7K Nov 11, 2021 Common Stock 17.7K $44.17 Direct F9, F12
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the separation (the "Separation") of seventy bio, Inc. ("2seventy") from bluebird bio, Inc. ("bluebird"), the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests ratably over four years in annual installments commencing on February 3, 2021.
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"), 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 (the "2seventy VWAP") multiplied by the distribution ratio and (2) the volume-weighted average trading price of bluebird common stock (trading "regular way") on the five trading days immediately following the distribution date (the "bluebird Post-Distribution VWAP").
F3 The number of shares underlying the converted 2seventy equity awards was determined by multiplying the number of shares underlying the existing bluebird equity awards by a fraction, the numerator of which is the bluebird Pre-Distribution VWAP and the denominator of which is the sum of (1) the 2seventy VWAP multiplied by the distribution ratio and (2) the quotient obtained by dividing the bluebird Post-Distribution VWAP by the distribution ratio. bluebird equity awards granted on or after January 1, 2021, such equity awards were converted into 2seventy equity awards. The number of shares of 2seventy common stock underlying such converted 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 2seventy VWAP.
F4 In connection with the Separation, the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests ratably over four years in annual installments commencing on December 1, 2021.
F5 In connection with the Separation, the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests ratably over four years in annual installments commencing on January 4, 2022.
F6 In connection with the Separation, the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award vests over a two-year period at the rate of 40% on August 2, 2022 and 60% on August 2, 2023.
F7 In connection with the Separation, the reporting person received restricted stock units, each representing the right to receive a share of 2seventy's common stock, as a result of the adjustment of existing bluebird restricted stock units prior to the Separation (see footnotes 2 and 3). This restricted stock unit award shall vest upon the satisfaction of certain performance criteria.
F8 Includes 1,096 shares of 2seventy's common stock received in a pro rata distribution by bluebird as a result of the Separation.
F9 Represents options to purchase shares of 2seventy's common stock granted to the reporting person in connection with the Separation (see footnotes 2 and 3).
F10 This option vests over a four-year period, at a rate of 25% on February 3, 2021 and in 36 equal monthly installments thereafter (see footnotes 2 and 3).
F11 This option vests over a four-year period, at a rate of 25% on December 1, 2021 and in 36 equal monthly installments thereafter (see footnotes 2 and 3).
F12 This option vests over a four-year period, at a rate of 25% on January 4, 2022 and in 36 equal monthly installments thereafter (see footnotes 2 and 3).