Edgar Filing: bluebird bio, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Mulder Geert-Jan

2. Issuer Name and Ticker or Trading Symbol
bluebird bio, Inc. [BLUE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O CO?PERATIVE AAC LS U.A., PO BOX 5187

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2013

(Street)

NAARDEN, P7 1410 AD

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

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		1,155,121 ⁽¹⁾	A	$ 0	1,155,121	I	See footnote ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A-1 Convertible Preferred Stock

⁽³⁾

06/24/2013

2,643,906

⁽³⁾

Common Stock

139,395

⁽³⁾

See footnote ⁽²⁾

Series A-2 Convertible Preferred Stock

⁽³⁾

06/24/2013

6,281,095

⁽³⁾

Common Stock

331,158

⁽³⁾

See footnote ⁽²⁾

Series B Convertible Preferred Stock

⁽³⁾

06/24/2013

10,649,408

⁽³⁾

Common Stock

561,470

⁽³⁾

See footnote ⁽²⁾

Series C Convertible Preferred Stock

⁽³⁾

06/24/2013

1,331,416

⁽³⁾

Common Stock

70,196

⁽³⁾

See footnote ⁽²⁾

Series D Convertible Preferred Stock

⁽³⁾

06/24/2013

1,003,411

⁽³⁾

Common Stock

52,902

⁽³⁾

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

153,699

⁽⁵⁾

11/16/2015

Series A-1 Convertible Preferred Stock

153,699

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

14,934

⁽⁵⁾

11/16/2015

Common Stock

14,934

$ 0

14,934

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

188,849

⁽⁵⁾

10/26/2016

Series A-1 Convertible Preferred Stock

188,849

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

9,956

⁽⁵⁾

10/26/2016

Common Stock

9,956

$ 0

9,956

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

623,204

⁽⁵⁾

05/03/2017

Series A-1 Convertible Preferred Stock

623,204

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

32,856

⁽⁵⁾

05/03/2017

Common Stock

32,856

$ 0

32,856

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

141,637

⁽⁵⁾

08/28/2018

Series A-1 Convertible Preferred Stock

141,637

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

7,467

⁽⁵⁾

08/28/2018

Common Stock

7,467

$ 0

7,467

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

141,637

⁽⁵⁾

12/18/2018

Series A-1 Convertible Preferred Stock

141,637

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

7,467

⁽⁵⁾

12/18/2018

Common Stock

7,467

$ 0

7,467

See footnote ⁽²⁾

Warrant to Purchase Series A-1 Stock (right to buy)

$ 0.6619

06/24/2013

J⁽⁴⁾

277,608

⁽⁵⁾

04/15/2019

Series A-1 Convertible Preferred Stock

277,608

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 12.55

06/24/2013

J⁽⁴⁾

14,634

⁽⁵⁾

04/15/2019

Common Stock

14,634

$ 0

14,634

See footnote ⁽²⁾

Warrant to Purchase Series B Stock (right to buy)

$ 0.3262

06/24/2013

J⁽⁶⁾

172,440

⁽⁵⁾

04/15/2019

Series B Convertible Preferred Stock

172,440

$ 0

See footnote ⁽²⁾

Warrant to Purchase Common (right to buy)

$ 6.19

06/24/2013

J⁽⁶⁾

9,091

⁽⁵⁾

04/15/2019

Common Stock

9,091

$ 0

9,091

See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Mulder Geert-Jan C/O CO?PERATIVE AAC LS U.A. PO BOX 5187 NAARDEN, P7 1410 AD	X

Signatures

/s/ Linda C. Bain, Attorney-in-Fact		06/26/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the total number of shares received upon conversion of shares of the Issuer's Series A-1 Convertible Preferred Stock (the "Series A-1 Shares"), Series A-2 Convertible Preferred Stock (the "Series A-2 Shares"), Series B Convertible Preferred Stock (the "Series B Shares"), Series C Convertible Preferred Stock (the "Series C Shares") and Series D Convertible Preferred Stock (the "Series D Shares" and together with the Series A-1 Shares, the Series A-2 Shares, the Series B Shares and the Series C Shares, collectively, the "Preferred Shares").
(2)	The securities are held directly by Cooperative AAC LS U.A. ("Cooperative"). The Reporting Person is a director of Cooperative and disclaims beneficial ownership of all shares held by the foregoing entity except to the extent of his pecuniary interest therein.
(3)	Effective upon the closing of the Issuer's initial public offering of its Common Stock, each Preferred Share automatically converted at a ratio of 18.967-to-one into the number of shares of Common Stock shown in column 7. The Preferred Shares had no expiration date.
(4)	Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series A-1 Preferred Stock automatically converted on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Disposition of the Warrant to Purchase Series A-1 Preferred Stock and acquisition of the Warrant to Purchase Common Stock is listed solely for the purpose of reporting such conversion of the shares underlying the security.
(5)	This warrant is immediately exercisable.
(6)	Upon completion of the Issuer's initial public offering, the warrant to purchase shares of Series B Preferred Stock automatically converted on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Disposition of the Warrant to Purchase Series B Preferred Stock and acquisition of the Warrant to Purchase Common Stock is listed solely for the purpose of reporting such conversion of the shares underlying the security.

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