bluebird bio (BLUE) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on February 18, 2020

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

bluebird bio, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	13-3680878
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

bluebird bio, Inc.

60 Binney Street

Cambridge, MA 02142

(339) 499-9300

(Address of Principal Executive Offices)

2013 STOCK OPTIONAND INCENTIVEPLAN

(Full Title of the Plan)

Nick Leschly

President and Chief Executive Officer

bluebird bio, Inc.

60 Binney St.

Cambridge, MA 02142

(339) 499-9300

(Name and Address of Agent For Service)

Copy to:

Michael H. Bison, Esq.

Gregg Katz, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Exchange Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(3)
2013 Stock Option and Incentive Plan Common Stock, $0.01 par value per share	2,214,719(4)	$90.06	$199,457,593.14	$25,889.60

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) The price of $90.06 per share, which is the average of the high and low sale prices of the common stock of the registrant on the NASDAQ Global Select Market on February 13, 2020, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act and has been used as these shares are without a fixed price.

(3) Calculated pursuant to Section 6(b) of the Securities Act.

(4) Represents an automatic increase to the number of shares available for issuance under the registrant’s 2013 Stock Option and Incentive Plan (the “Plan”), effective as of January 1, 2020. Shares available for issuance under the Plan were previously registered on registration statements onForm S-8 filed with the Securities and Exchange Commission on February 21, 2019 (RegistrationNo. 333-229768), February 21, 2018 (RegistrationNo. 333-223132), February 22, 2017 (RegistrationNo. 333-216179), February 25, 2016 (RegistrationNo. 333-209715), February 25, 2015 (RegistrationNo. 333-202283), March 5, 2014 (RegistrationNo. 333-194340) and June 24, 2013 (RegistrationNo. 333-189560).

This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed onForm S-8 (SECFile No. 333-189560) of the Registrant is effective. The information contained in the Registrant’s registration statement onForm S-8 (SECFile No. 333-189560) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.	Description
4.1	Specimen common stock certificate (Incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-188605)).
4.2	Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form8-K filed June 24, 2013 (FileNo. 001-35966)).
4.3	Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form8-K filed June 24, 2013 (FileNo. 001-35966)).
4.4	Amendment No.  1 to Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form8-K filed February 11, 2016 (FileNo.  001-35966)).
5.1*	Opinion of Goodwin Procter LLP.
23.1*	Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2*	Consent of Ernst & Young LLP.
24.1	Power of attorney (included on signature page).
99.1	2013 Stock Option and Incentive Plan and forms of award agreement thereunder (Incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on FormS-1, as amended (FileNo. 333-188605)).

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing onForm S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 18^th day of February, 2020.

bluebird bio, Inc.
By:	/s/ Nick Leschly
	Nick Leschly
	President and Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of bluebird bio, Inc., hereby severally constitute and appoint Nick Leschly and Chip Baird, and each of them singly (with full power to each of them to act alone), our true andlawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting untosaid attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all thatsaid attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 18th day of February, 2020.

	Title	Date
/s/ Nick Leschly	President, Chief Executive Officer and Director	February 18, 2020
Nick Leschly	(Principal Executive Officer and Duly Authorized Officer)
/s/ Chip Baird	Chief Financial Officer	February 18, 2020
Chip Baird	(Principal Financial Officer and Duly Authorized Officer)
/s/ Kory Wentworth	Vice President, Finance and Treasurer	February 18, 2020
Kory Wentworth	(Principal Accounting Officer)
/s/ Daniel S. Lynch	Director	February 18, 2020
Daniel S. Lynch
/s/ John O. Agwunobi, M.D.	Director	February 18, 2020
John O. Agwunobi, M.D.
/s/ Wendy L. Dixon, Ph.D.	Director	February 18, 2020
Wendy L. Dixon, Ph.D.
/s/ Douglas A. Melton, Ph.D.	Director	February 18, 2020
Douglas A. Melton, Ph.D.
/s/ David P. Schenkein, M.D.	Director	February 18, 2020
David P. Schenkein, M.D.
/s/ William R. Sellers, M.D.	Director	February 18, 2020
William R. Sellers, M.D.
/s/ Mark Vachon	Director	February 18, 2020
Mark Vachon