Nick Leschly - 13 May 2025 Form 4 Insider Report for 2seventy bio, Inc. (TSVT)

Reporting relationship: Director
Issuer ticker: TSVT
Reported as of: 13 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 15 May 2025, 16:35:59 UTC
Prior SEC filing: 07 Jan 2025
Next SEC filing: 03 Jun 2025
Source filing: View source filing
Reporting owner signature: /s/ William Baird, Attorney-in-Fact

Key filing fact

Nick Leschly filed Form 4 for 2seventy bio, Inc. (TSVT) on 15 May 2025.

Key facts

This page summarizes Nick Leschly's Form 4 filing for 2seventy bio, Inc. (TSVT).
5 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 15 May 2025, 16:35.

Change

Previous filing in this sequence was filed on 07 Jan 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001578408 Primary reporting owner

Leschly Nick

Relationship: Director
Address: 60 BINNEY STREET, CAMBRIDGE
Signature: /s/ William Baird, Attorney-in-Fact
Signature date: 15 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

TSVT transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -335,964
Change %: -27%
Price
Shares after: 897,642
Date: 13 May 2025
Ownership: Direct
Footnotes: F1, F2

TSVT transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -897,642
Change %: -100%
Price
Shares after: 0
Date: 13 May 2025
Ownership: Direct
Footnotes: F1, F3

TSVT transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -15,233
Change %: -100%
Price
Shares after: 0
Date: 13 May 2025
Ownership: Nick Leschly 2001 Trust
Footnotes: F1, F3

TSVT transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -41,000
Change %: -100%
Price
Shares after: 0
Date: 13 May 2025
Ownership: Nick Leschly Irrevocable GST Trust of 2019
Footnotes: F1, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

TSVT transaction Derivative

Stock Options (Right to buy)

Disposed to Issuer

Transaction value
Shares: -469,000
Change %: -100%
Price
Shares after: 0
Date: 13 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 469,000
Exercise price: $3.97
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Nick Leschly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

This Form 4 reports securities disposed pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 10, 2025, by and among the Issuer, Bristol-Myers Squibb Company ("Parent"), and Daybreak Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub completed a cash tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.0001 per share (the "Company Common Stock"), for a price per share of $5.00 (the "Merger Consideration"), without interest and subject to any withholding of taxes required by applicable law. Effective as of May 13, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the "Merger").

Footnote F2

Pursuant to the terms of the Merger Agreement, each share of Company Common Stock subject to issuance pursuant to outstanding restricted stock units (each, a "Company RSU Award"), whether vested or unvested that was outstanding immediately prior to the effective time of the Merger (the "Effective Time"), became fully vested, and was cancelled and automatically converted into the right to receive, for each share of Company Common Stock underlying such Company RSU Award, an amount (without interest and subject to deduction for any required withholding under applicable law relating to tax) in cash equal to the Merger Consideration.

Footnote F3

Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Company Common Stock was tendered in exchange for the Merger Consideration, without interest and subject to any withholding of taxes required by applicable law.

Footnote F4

Pursuant to the terms of the Merger Agreement, each outstanding option to purchase shares of Company Common Stock ("Company Option"), whether vested or unvested, that was outstanding immediately prior to the Effective Time and had a per share exercise price that was less than the Merger Consideration became fully vested, was cancelled and automatically converted into the right to receive for each share of Company Common Stock underlying such Company Option, an amount (without interest and subject to deduction for any required withholding under applicable law) in cash equal to the excess of the Merger Consideration over the per share exercise price of such Company Option. Each Company Option, whether vested or unvested, that was outstanding and unexercised immediately prior to the Effective Time and had a per share exercise price that is equal to or greater than the Merger Consideration was automatically cancelled for no consideration.