06/03/2025 | Press release | Distributed by Public on 06/03/2025 15:12
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cloonan Michael C/O BLUEBIRD BIO, INC. 455 GRAND UNION BOULEVARD SOMERVILLE, MA 02145 |
X |
/s/ Michael Cloonan | 06/03/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(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) | In connection with the terms of an Agreement and Plan of Merger, dated as of February 21, 2025 (as amended, the "Merger Agreement"), by and among the Issuer, Beacon Parent Holdings, L.P. ("Parent") and Beacon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent ("Purchaser"), Purchaser completed a tender offer for shares of the Issuer's Common Stock. Tendering stockholders were given the option to receive per share consideration of either (x) $3.00 in cash per share, subject to any applicable withholding taxes and without interest thereon, plus one contingent value right ("CVR") per share, representing the right to receive one contingent payment of $6.84, in cash, subject to any applicable withholding taxes and without interest thereon, upon achievement of the specified milestone or (y) $5.00 in cash per share, subject to any applicable withholding taxes and without interest thereon (collectively, the "Offer Price"). |
(2) | (Continued from footnote 1) After completion of the tender offer, Purchaser merged with and into the Issuer (the "Merger"), effective as of June 2, 2025 (the "Effective Time"), with the Issuer continuing as the surviving entity and a wholly owned subsidiary of Parent. |
(3) | Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each time-based restricted stock unit award with respect to shares that is, at the time of determination, subject to vesting or forfeiture conditions and that is not a PSU Award (as defined below) (but including, for clarity, any PSU Award that is subject solely to service-based vesting conditions as of the Effective Time) ("RSU Award") that is outstanding as of immediately prior thereto, shall (a) accelerate and become fully vested, and (b) by virtue of the Merger automatically (except as otherwise provided in the Merger Agreement) and without any action on the part of the Issuer, Parent or the holder thereof, be canceled and terminated and converted into the right to receive |
(4) | (Continued from footnote 3) (i) an amount in cash equal to the product of the number of shares underlying such RSU Award immediately prior to the Effective Time and $3.00 in cash, subject to any applicable withholding taxes and without interest thereon plus (ii) one CVR with respect to each share subject to such RSU Award immediately prior to the Effective Time. |