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As filed with the Securities and Exchange Commission on November 14, 2024
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.)
455 Grand Union Boulevard
Somerville, Massachusetts 02145
(339) 499-9300
(Address of Principal Executive Offices)

bluebird bio, Inc. 2023 Incentive Award Plan, as amended and restated
(Full Title of the Plan)
 ________________________________________
Andrew Obenshain
President and Chief Executive Officer
bluebird bio, Inc.
455 Grand Union Boulevard
Somerville, Massachusetts 02145
(339) 499-9300
(Name and Address of Agent For Service) (Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
 ________________________________________ 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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 Rule 12b-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 Securities Act.  ☐


PART I
EXPLANATORY NOTE
On November 6, 2024, the stockholders of bluebird bio, Inc. (the “Company” or the “Registrant”) approved an amendment and restatement of the Company’s 2023 Incentive Award Plan (the “2023 Plan”), which, among other things, increased the aggregate number of shares authorized for issuance under the 2023 Plan by 15,000,000 shares to 20,200,000 shares. This Registration Statement on Form S-8 is being filed for the purpose of registering the additional 15,000,000 shares of the Registrant’s common stock to be issued pursuant to the 2023 Plan and for which a registration statement filed on Form S-8 by the Registrant is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8

The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-272714) relating to the 2023 Incentive Award Plan is hereby incorporated by reference.

Item 8.
Exhibits.
Exhibit No.  Description
4.1  
4.2
4.2  
5.1*  
Opinion of Latham & Watkins LLP, counsel to the Registrant
23.1*  
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*  
Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1*  
99.1
107.1*
 __________
*Filed herewith.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 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 Somerville, Commonwealth of Massachusetts, on this 14th day of November, 2024.
bluebird bio, Inc.
By:/s/ Andrew Obenshain
Andrew Obenshain
President and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of bluebird bio, Inc., hereby severally constitute and appoint Andrew Obenshain and O. James Sterling, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for them and in their 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 unto said 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 they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
 
SIGNATURE  TITLEDATE
/s/ Andrew Obenshain  President, Chief Executive Officer, DirectorNovember 14, 2024
Andrew Obenshain  (Principal Executive Officer)
/s/ O. James Sterling  Chief Financial OfficerNovember 14, 2024
O. James Sterling  (Principal Financial Officer and Principal Accounting Officer)
/s/ Mark Vachon  DirectorNovember 14, 2024
Mark Vachon  
/s/ John O. Agwunobi, M.D.  DirectorNovember 14, 2024
John O. Agwunobi, M.D.  
/s/ Michael CloonanDirectorNovember 14, 2024
Michael Cloonan
/s/ Charlotte Jones-Burton, M.D.DirectorNovember 14, 2024
Charlotte Jones-Burton, M.D.
/s/ Elisabeth Leiderman, M.D.  DirectorNovember 14, 2024
Elisabeth Leiderman, M.D.  
/s/ Nick Leschly  DirectorNovember 14, 2024
Nick Leschly  
/s/ Richard PaulsonDirectorNovember 14, 2024
Richard Paulson
/s/ Najoh Tita-Reid  DirectorNovember 14, 2024
Najoh Tita-Reid  


Document

Exhibit 107.1
Calculation of Filing Fee Table
Form S-8
(Form Type)
bluebird bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table I—Newly Registered Securities
 
PlanSecurity TypeSecurity Class TitleFee Calculation Rule
Amount
Registered (1)
Proposed
Maximum
Offering Price
Per Unit
Maximum
Aggregate
Offering Price
 Fee Rate
Amount of
Registration Fee
2023 Incentive Award Plan
Equity
Common stock, $0.01 par value per shareRule 457(c) and Rule 457(h)
15,000,000 (2)
   $0.38 (3)
$5,700,000 $153.10 per million dollars$872.67
Total Offering Amounts$5,700,000$872.67
Total Fee Offsets
$0
Net Fee Due$872.67

 
(1)In accordance with Rule 416(a) under the Securities Act of 1933, as amended (“Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the bluebird bio, Inc. 2023 Incentive Award Plan, as amended and restated (the “2023 Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)Consists of 15,000,000 shares of Common Stock for issuance under the 2023 Plan pursuant to its terms.
(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 Common Stock as reported on the Nasdaq Global Select Market on November 7, 2024.


Document
Exhibit 5.1

200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com
FIRM / AFFILIATE OFFICES
Austin    Milan
Beijing    Munich
Boston    New York
Brussels    Orange County
Century City    Paris
Chicago    Riyadh
Dubai    San Diego
Düsseldorf    San Francisco
Frankfurt    Seoul
Hamburg    Silicon Valley
Hong Kong    Singapore
Houston    Tel Aviv
London    Tokyo
Los Angeles    Washington, D.C.
Madrid    
    
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November 14, 2024

bluebird bio, Inc.
455 Grand Union Boulevard
Somerville, Massachusetts 02145
Re:    Registration Statement on Form S-8; 15,000,000 shares of bluebird bio, Inc.
Common Stock, $0.01 par value per share
To the addressee set forth above:
We have acted as special counsel to bluebird bio, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to an aggregate of 15,000,000 shares of common stock of the Company, $0.01 par value per share (the “Shares”), issuable under the bluebird bio, Inc. 2023 Incentive Award Plan, as amended and restated (the “Plan”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters

November 14, 2024
Page 2
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without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely,

/s/ Latham & Watkins LLP

Document



Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2023 Incentive Award Plan, as amended and restated, of bluebird bio, Inc. of our report dated September 13, 2024, with respect to the consolidated financial statements of bluebird bio, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission..

/s/ Ernst & Young LLP

Boston, Massachusetts
November 14, 2024