As filed with the Securities and Exchange Commission on February 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
Blueprint Medicines Corporation
(Exact name of registrant as specified in its charter)
Delaware | | 26-3632015 |
(State or other jurisdiction of incorporation) | | (I.R.S. Employer
Identification No.) |
| | |
45 Sidney Street Cambridge, Massachusetts | | 02139 |
(Address of principal executive offices) | | (Zip Code) |
2015 Stock Option and Incentive Plan
2015 Employee Stock Purchase Plan
(Full titles of the plans)
Jeffrey W. Albers
President and Chief Executive Officer
Blueprint Medicines Corporation
45 Sidney Street
Cambridge, Massachusetts 02139
(Name and address of agent for service)
(617) 374-7580
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Kingsley L. Taft, Esq.
Danielle M. Lauzon, 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, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ Non-accelerated filer ◻ | 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 Securities Act.◻
CALCULATION OF REGISTRATION FEE
| | | | | | |
Title of Securities to be Registered | Amount to be Registered (1) | Proposed
Maximum
Offering Price
Per Share | Proposed
Maximum
Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.001 par value per share | 2,311,741 | $100.11 | (2) | $231,428,391.51 | (2) | $25,248.84 |
Common Stock, $0.001 par value per share | 577,935 | $85.09 | (3) | $49,176,489.15 | (3) | $5,365.15 |
Total | 2,889,676 | | | $280,604,880.66 | | $30,613.99 |
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of common stock that may from time to time be offered or issued under the above-named plans to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions effected without the receipt of consideration which results in an increase in the number of the Registrant’s 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 plans described herein. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 11, 2021. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 11, 2021, multiplied by 85%, which is the percentage of the price per share applicable to purchasers under the 2015 Employee Stock Purchase Plan. |
