SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TVM V LIFE SCIENCE VENTURES GMBH & CO KG

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/18/2013

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

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

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

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	325,255	⁽¹⁾	D⁽⁵⁾
Series A-2 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	624,021	⁽¹⁾	D⁽⁵⁾
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	935,783	⁽¹⁾	D⁽⁵⁾
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	210,589	⁽¹⁾	D⁽⁵⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	158,709	⁽¹⁾	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	11/16/2015	Series A-1 Convertible Preferred Stock⁽³⁾	660,982	$12.55	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	10/26/2016	Series A-1 Convertible Preferred Stock⁽³⁾	440,650	$12.55	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	05/03/2017	Series A-1 Convertible Preferred Stock⁽³⁾	1,038,674	$12.55	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	08/28/2018	Series A-1 Convertible Preferred Stock⁽³⁾	236,062	$12.55	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	12/18/2018	Series A-1 Convertible Preferred Stock⁽³⁾	236,062	$12.55	D⁽⁵⁾
Series A-1 Warrants	⁽²⁾	04/15/2019	Series A-1 Convertible Preferred Stock⁽³⁾	462,681	$12.55	D⁽⁵⁾
Series B Warrants	⁽²⁾	04/15/2019	Series B Convertible Preferred Stock⁽⁴⁾	287,400	$6.19	D⁽⁵⁾

1. Name and Address of Reporting Person^*

TVM V LIFE SCIENCE VENTURES GMBH & CO KG

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TVM Capital GmbH

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Polack Axel

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SCHUHSLER HELMUT

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Goll Alexandra

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Birner Hubert

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Fischer Stefan

(Last)

(First)

(Middle)

C/O TVM CAPITAL GROUP

MAXIMILIANSTRASSE 35C

(Street)

MUNICH

80539

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The shares are convertible into bluebird bio, Inc. ("bluebird") Common Stock for the amounts shown and will automatically convert upon the closing of the initial public offering of bluebird without payment of further consideration.

2. This warrant is immediately exercisable.

3. Upon the closing of the initial public offering of bluebird, 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.

4. Upon the closing of the initial public offering of bluebird, 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.

5. The shares are held directly by TVM V Life Science Ventures GmbH & Co. KG ("TVM V"). TVM V's general partner, TVM Capital GmbH ("TVM"), and its authorized officers, Axel Polack ("Polack"), Helmut Schuehsler ("Schuehsler"), Alexandra Goll ("Goll"), Hubert Birner ("Birner") and Stefan Fischer ("Fischer") may be deemed to share voting and dispositive power over the shares held by TVM V. Each of TVM, Polack, Schuehsler, Goll, Birner and Fischer disclaims beneficial ownership of these shares except to the extent of their pecuniary interest therein, if any.

	/s/Stefan Fischer, Attorney-in-Fact for TVM V Life Science Ventures GmbH & Co. KG	06/18/2013
	/s/Stefan Fischer, Attorney-in-Fact for TVM Capital GmbH	06/18/2013
	/s/Stefan Fischer, Attorney-in-Fact for Axel Polack	06/18/2013
	/s/Stefan Fischer, Attorney-in-Fact for Helmut Schuehsler	06/18/2013
	/s/Stefan Fischer, Attorney-in-Fact for Alexandra Goll	06/18/2013
	/s/Stefan Fischer, Attorney-in-Fact for Hubert Birner	06/18/2013
	/s/Stefan Fischer	06/18/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
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