Washington, D.C. 20549







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

Date of Report (Date of Earliest Event Reported): July 30, 2014



bluebird bio, Inc.

(Exact name of registrant as specified in its charter)




DELAWARE   001-35966   13-3680878

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

150 Second Street

Cambridge, MA

(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:


¨ 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))




Item 8.01 Other Events.

In connection with its acquisition of all of the outstanding capital stock of Precision Genome Engineering, Inc. (“Pregenen”) and the issuance of shares of common stock (the “Shares”) of bluebird bio, Inc. (the “Company”) to the former stakeholders of Pregenen, the Company filed a prospectus supplement to its registration statement on Form S-3ASR (File No. 333-197192) on July 30, 2014 covering the resale of the Shares.

In connection with the resale of the Shares, the Company is filing the opinion of Goodwin Procter LLP as Exhibit 5.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


5.1    Opinion of Goodwin Procter LLP.
23.1    Consent of Goodwin Procter LLP (included in Exhibit 5.1 above).


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 hereunto duly authorized.


Date: July 30, 2014     bluebird bio, Inc.
    By:   /s/ Jason F. Cole
      Jason F. Cole
      Senior Vice President and General Counsel



Exhibit No.



5.1    Opinion of Goodwin Procter LLP.
23.1    Consent of Goodwin Procter LLP (included in Exhibit 5.1 above).