0001209191-13-032772.txt : 20130618 0001209191-13-032772.hdr.sgml : 20130618 20130618172832 ACCESSION NUMBER: 0001209191-13-032772 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130618 FILED AS OF DATE: 20130618 DATE AS OF CHANGE: 20130618 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: bluebird bio, Inc. CENTRAL INDEX KEY: 0001293971 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 840 MEMORIAL DR 4TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-491-5601 MAIL ADDRESS: STREET 1: 840 MEMORIAL DR 4TH FL CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: Genetix Pharmaceuticals Inc DATE OF NAME CHANGE: 20040616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mulder Geert-Jan CENTRAL INDEX KEY: 0001578548 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35966 FILM NUMBER: 13920316 MAIL ADDRESS: STREET 1: C/O BLUEBIRD BIO, INC. STREET 2: 840 MEMORIAL DRIVE CITY: CAMBRIDGE STATE: MA ZIP: 02139 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2013-06-18 0 0001293971 bluebird bio, Inc. BLUE 0001578548 Mulder Geert-Jan C/O CO?PERATIVE AAC LS U.A. PO BOX 5187 NAARDEN P7 1410 AD NETHERLANDS 1 0 0 0 Series A-1 Convertible Preferred Stock Common Stock 139395 I See footnote Series A-2 Convertible Preferred Stock Common Stock 331158 I See footnote Series B Preferred Convertible Preferred Stock Common Stock 561470 I See footnote Series C Preferred Convertible Preferred Stock Common Stock 70196 I See footnote Series D Preferred Convertible Preferred Stock Common Stock 52902 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2015-11-16 Series A-1 Convertible Preferred Stock 14934 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2016-10-26 Series A-1 Convertible Preferred Stock 9956 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2017-05-03 Series A-1 Convertible Preferred Stock 32856 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2018-08-28 Series A-1 Convertible Preferred Stock 7467 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2018-12-18 Series A-1 Convertible Preferred Stock 7467 I See footnote Warrant to Purchase Series A-1 Stock (right to buy) 12.55 2019-04-15 Series A-1 Convertible Preferred Stock 14634 I See footnote Warrant to Purchase Series B Stock (right to buy) 6.19 2019-04-15 Series B Convertible Preferred Stock 9091 I See footnote The Series A-1 Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. 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. The Series A-2 Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. The Series B Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. The Series C Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. The Series D Convertible Preferred Stock is convertible into Common Stock on an 18.967-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date. This warrant is immediately exercisable. Upon completion of the Issuer's initial public offering, this warrant to purchase shares of Series A-1 Convertible Preferred Stock will automatically convert on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Upon completion of the Issuer's initial public offering, this warrant to purchase shares of Series B Convertible Preferred Stock will automatically convert on an 18.967-for-one basis into a warrant to purchase shares of Common Stock. Linda Bain, Attorney-in-Fact 2013-06-18 EX-24.3_478034 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Jeffrey T. Walsh and Linda C. Bain, and each of them individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) Complete and execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or ten percent (10%) shareholder of bluebird bio, Inc., a Delaware corporation (the "Company") any and all instruments, certificates and documents required to be executed on behalf of the undersigned as an individual or on behalf of the undersigned's company or partnership, as the case may be, pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or the rules and regulations thereunder; (2) Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such instruments, certificates or documents required to be filed pursuant to Sections 13 and 16 of the Exchange Act or the rules or regulations thereunder and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act which is necessary, proper or desirable to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any such attorney-in-fact, or any such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 13 or Section 16 of the Exchange Act or the rules or regulations thereunder. The undersigned hereby agrees to indemnify each attorney-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to such attorney-in fact. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any instruments, certificates and documents pursuant to Section 13 and 16 of the Exchange Act or the rules or regulations thereunder with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 29, 2013. /s/ Geert-Jan Mulder Geert-Jan Mulder