8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2019

bluebird bio, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-35966	13-3680878
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
60 Binney Street, Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (339) 499-9300

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par Value $0.01)	BLUE	The NASDAQ Global Select Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 22, 2019, bluebird bio, Inc. (the “Company”) entered into a Separation Agreement (the “Agreement”) with Jeffrey T. Walsh, the Company’s Chief Strategy Officer, pursuant to which his employment with the Company will end on January 6, 2020, unless earlier terminated pursuant to his resignation or termination by the Company for cause (the “Separation Date”).

Under the Agreement, Mr. Walsh will continue to receive his salary and benefits and will continue to vest in his outstanding equity awards through the Separation Date.

Following the Separation Date, Mr. Walsh will continue to receive his base salary for a period of twelve months and will be eligible for the cash incentive with respect to his and the Company’s performance in 2019. In addition, following the Separation Date, Mr. Walsh will be a consultant to the Company pursuant to a Consulting Agreement (the “Consulting Agreement”). If he elects to continue his group healthcare benefits, to the extent authorized by and consistent with COBRA, the Company will pay the monthly employer contribution until (A) the later of January 31, 2021, or the termination date of the Consulting Agreement, or (B) the date Mr. Walsh becomes eligible for insurance through another employer or otherwise becomes eligible for insurance through another employer or otherwise becomes ineligible for COBRA.

Item 8.01 Other Events.

On October 23, 2019, the Company issued a press release announcing the resignation of Mr. Walsh from his position as Chief Strategy Officer of the Company effective January 2020. The full text of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by bluebird bio, Inc. on October 23, 2019.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	bluebird bio, Inc.
Date:  October 23, 2019	By:	/s/ Jason F. Cole
		Jason F. Cole
		Chief Operating and Legal Officer

2

EX-99.1

Exhibit 99.1

bluebird bio Announces Transition of Chief Strategy Officer Jeffrey T. Walsh

CAMBRIDGE, Mass.—(BUSINESS WIRE)—Oct. 23 2019— bluebird bio, Inc. (Nasdaq: BLUE) today announced that Jeffrey T. Walsh, chief strategy officer, has decided to transition from his current role effective January 6, 2020.

“On behalf of bluebird, we are grateful for all that Jeff has accomplished over the past eight years in a variety of roles to advance our growth and operational strategies, and for his deep commitment to our patients, people and culture,” said Nick Leschly, chief bluebird. “Jeff has left his mark on all of us as a valued leader, coach, and mentor and, personally, I will miss his partnership. His enormous contributions to bluebird have a very special place in our history and will continue to guide us well into the future.”

“My time with bluebird has been one of the most rewarding experiences of my career,” said Jeff Walsh. “The opportunity to help lead the growth of our company from a fledgling start-up to a leader in gene therapy that is now ready to deliver transformative therapies to patients, is not something that everyone has the great fortune to do. While this was a very difficult decision, I’m incredibly proud of our accomplishments and this team has shown me what it means to break through barriers in a serious way to help patients and each other. I’ll always fly high as a proud member of the bluebird extended family, and fondly remember all of the fun we had along the way as we never took ourselves too seriously.”

Jeff has not only built a strong foundation for bluebird’s overall growth strategy but also leaves an experienced and passionate team. Both Chip Baird, chief financial officer, and Joanne Smith-Farrell, chief business officer, will assume broader corporate development and strategic responsibilities as bluebird continues to deliver on its mission for patients.

About bluebird bio, Inc.

bluebird bio is pioneering gene therapy with purpose. From our Cambridge, Mass., headquarters, we’re developing gene therapies for severe genetic diseases and cancer, with the goal that people facing potentially fatal conditions with limited treatment options can live their lives fully. Beyond our labs, we’re working to positively disrupt the healthcare system to create access, transparency and education so that gene therapy can become available to all those who can benefit.

bluebird bio is a human company powered by human stories. We’re putting our care and expertise to work across a spectrum of disorders by researching cerebral adrenoleukodystrophy, sickle cell disease, transfusion-dependent β-thalassemia and multiple myeloma using three gene therapy technologies: gene addition, cell therapy and (megaTAL-enabled) gene editing.

bluebird bio has additional nests in Seattle, Wash.; Durham, N.C.; and Zug, Switzerland. For more information, visit bluebirdbio.com.

Follow bluebird bio on social media: @bluebirdbio, LinkedIn, Instagram and YouTube.

bluebird bio is a trademark of bluebird bio, Inc.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the advancement of, and anticipated development and commercialization plans for, the Company’s product and product candidates. Any forward-looking statements are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks that results from our prior and ongoing clinical trials of our product candidates will not continue or be repeated in our ongoing or planned clinical trials; risks that the current or planned clinical trials of our product candidates will be insufficient to support future regulatory submissions or to support marketing approval in the U.S. and EU and the risk that our product candidates will not be successfully developed, approved or commercialized. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in our most recent Form 10-K as well as discussions of potential risks, uncertainties and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and bluebird bio undertakes no duty to update this information unless required by law.

bluebird bio
Investors:
Elizabeth Pingpank, 617-914-8736
epingpank@bluebirdbio.com

or

Media:
Jennifer Snyder, 617-448-0281
jsnyder@bluebirdbio.com

XML

Document And Entity Information	Oct. 22, 2019
Cover [Abstract]
Entity Registrant Name	bluebird bio, Inc.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001293971
Document Period End Date	Oct. 22, 2019
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock (Par Value $0.01)
Trading Symbol	BLUE
Security Exchange Name	NASDAQ
Entity File Number	001-35966
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3680878
Entity Address, Address Line One	60 Binney Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	339
Local Phone Number	499-9300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false