Edgar Filing: bluebird bio, Inc.

Ownership Submission

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, 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Polack Axel

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

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

(Last)

(First)

(Middle)

TVM V LIFE SCIENCE VENTURES GMBH & CO.,Â MAXIMILIANSTRASSE 35, ENTRANCE C

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

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

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

(Street)

MUNICH,Â 2MÂ 80539

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 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)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	325,255	$ ⁽¹⁾	I	See footnote ⁽²⁾
Series A-2 Convertible Preferred Stock	Â ⁽³⁾	Â ⁽³⁾	Common Stock	624,021	$ ⁽³⁾	I	See footnote ⁽²⁾
Series B Convertible Preferred Stock	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	935,783	$ ⁽⁴⁾	I	See footnote ⁽²⁾
Series C Convertible Preferred Stock	Â ⁽⁵⁾	Â ⁽⁵⁾	Common Stock	210,589	$ ⁽⁵⁾	I	See footnote ⁽²⁾
Series D Convertible Preferred Stock	Â ⁽⁶⁾	Â ⁽⁶⁾	Common Stock	158,709	$ ⁽⁶⁾	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	11/16/2015	Series A-1 Convertible Preferred Stock ⁽⁸⁾	34,849	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	10/26/2016	Series A-1 Convertible Preferred Stock ⁽⁸⁾	23,232	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	05/03/2017	Series A-1 Convertible Preferred Stock ⁽⁸⁾	54,760	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	08/28/2018	Series A-1 Convertible Preferred Stock ⁽⁸⁾	12,445	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	12/18/2018	Series A-1 Convertible Preferred Stock ⁽⁸⁾	12,445	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series A-1 Stock (right to buy)	Â ⁽⁷⁾	04/15/2019	Series A-1 Convertible Preferred Stock ⁽⁸⁾	24,393	$ 12.55	I	See footnote ⁽²⁾
Warrant to Purchase Series B Stock (right to buy)	Â ⁽⁷⁾	04/15/2019	Series B Convertible Preferred Stock ⁽⁹⁾	15,152	$ 6.19	I	See footnote ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Polack Axel TVM V LIFE SCIENCE VENTURES GMBH & CO. MAXIMILIANSTRASSE 35, ENTRANCE C MUNICH,Â 2MÂ 80539	Â X	Â	Â	Â

Signatures

/s/ Linda Bain, Attorney-in-Fact		06/18/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The securities are held directly by TVM V Life Science Ventures GmbH & Co. KG. ("TVM LSV V"). The Reporting Person is an authorized officer of TVM LSV V's general partner, TVM Capital, and disclaims beneficial ownership of all shares held by the foregoing entities except to the extent of his pecuniary interest therein.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	This warrant is immediately exercisable.
(8)	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.
(9)	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.

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