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    SEC Form SC 13G/A filed by bluebird bio Inc. (Amendment)

    2/14/24 4:00:27 PM ET
    $BLUE
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $BLUE alert in real time by email
    SC 13G/A 1 blue111245sc13ga2.htm AMENDMENT NO. 2

     

     

    Securities and Exchange Commission

    Washington, DC 20549

     

     

     

    SCHEDULE 13G/A

     

     

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 2)*

     

     

    bluebird bio, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.01 per share

    (Title of Class of Securities)

     

     

     

    09609G100

    (CUSIP Number)

     

     

     

    December 31, 2023

    (Date of Event Which Requires Filing of This Statement)

     

     

     

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     

      o Rule 13d-1(b)
         
      ý Rule 13d-1(c)
         
      o Rule 13d-1(d)

     

    *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     
     Page 1 of 8 
     

     

    CUSIP No. 09609G100

     

    13G/A Page 2 of 9 Pages
    1

    NameS of Reporting Persons
    I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

     

    TANG CAPITAL PARTNERS, LP

     

    2 Check the Appropriate Box if a Member of a Group* (a) ¨
    (
    b) ý
    3 SEC Use Only
    4

    Citizenship or Place of Organization

     

    DELAWARE

     

     

    Number of

    5

    Sole Voting Power

     

    0 

    Shares

    BENEFICIALLY
    Owned by

    6

    Shared Voting Power

     

    1,700,000

    Each Reporting
    Person with
    7

    Sole Dispositive Power

     

    0 

      8

    Shared Dispositive Power

     

    1,700,000

    9

    Aggregate Amount Beneficially Owned by each Reporting Person

     

    1,700,000

     

    10

    Check Box if the Aggregate Amount in Row (9) excludes certain shares

     

    ¨

    11

    Percent of Class represented by amount in row 9

     

    0.9%

     

    12

    type of reporting person

     

    pN

     

     

     Page 2 of 8 
     

     

    CUSIP No.  09609G100 13G/A Page 3 of 9 Pages
    1

    NameS of Reporting Persons
    I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

     

    Tang Capital Management, LLC

     

    2 Check the Appropriate Box if a Member of a Group* (a) ¨
    (
    b) ý
    3 SEC Use Only
    4

    Citizenship or Place of Organization

     

    DELAWARE

     

     

    Number of

    5

    Sole Voting Power

     

    0 

    Shares

    BENEFICIALLY
    Owned by

    6

    Shared Voting Power

     

    1,700,000

    Each Reporting
    Person with
    7

    Sole Dispositive Power

     

    0 

      8

    Shared Dispositive Power

     

    1,700,000

    9

    Aggregate Amount Beneficially Owned by each Reporting Person

     

    1,700,000

     

    10

    Check Box if the Aggregate Amount in Row (9) excludes certain shares

     

    ¨

    11

    Percent of Class represented by amount in row 9

     

    0.9%

     

    12

    type of reporting person

     

    OO

     

     

     Page 3 of 8 
     

     

    CUSIP No. 09609G100

     

    13G/A Page 4 of 9 Pages
    1

    NameS of Reporting Persons
    I.R.S. Identification NOS. of Above Persons (ENTITIES ONLY)

     

    Kevin Tang

     

    2 Check the Appropriate Box if a Member of a Group* (a) ¨
    (
    b) ý
    3 SEC Use Only
    4

    Citizenship or Place of Organization

     

    united states

     

     

    Number of

    5

    Sole Voting Power

     

    0 

    Shares

    BENEFICIALLY
    Owned by

    6

    Shared Voting Power

     

    1,700,000

    Each Reporting
    Person with
    7

    Sole Dispositive Power

     

    0 

      8

    Shared Dispositive Power

     

    1,700,000

    9

    Aggregate Amount Beneficially Owned by each Reporting Person

     

    1,700,000

     

    10

    Check Box if the Aggregate Amount in Row (9) excludes certain shares

     

    ¨

    11

    Percent of Class represented by amount in row 9

     

    0.9%

     

    12

    type of reporting person

     

    IN

     

     

     Page 4 of 8 
     

     

    Item 1(a).Name of Issuer:

     

    bluebird bio, Inc., a Delaware corporation (the “Issuer”)

     

    Item 1(b).Address of Issuer’s Principal Executive Offices:

     

    455 Grand Union Boulevard, Somerville, MA 02145

     

    Item 2(a).Name of Person Filing:

     

    This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

     

    Item 2(b).Address of Principal Business Office or, if none, Residence:

     

    4747 Executive Drive, Suite 210, San Diego, CA 92121

     

    Item 2(c).Citizenship:

     

    Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

     

    Item 2(d).Title of Class of Securities:

     

    Common Stock, par value $0.01 per share (the “Common Stock”)

     

    Item 2(e).CUSIP Number: 09609G100

     

    Item 3.Not applicable.

     

    Item 4.Ownership.

     

    (a)Amount Beneficially Owned:

     

    Tang Capital Partners. Tang Capital Partners beneficially owns 1,700,000 shares of the Issuer’s Common Stock.

     

    Tang Capital Partners shares voting and dispositive power over such shares with Tang Capital Management and Kevin Tang.

     

    Tang Capital Management. Tang Capital Management beneficially owns 1,700,000 shares of the Issuer’s Common Stock.

     

    Tang Capital Management shares voting and dispositive power over such shares with Tang Capital Partners and Kevin Tang.

     

    Kevin Tang. Kevin Tang beneficially owns 1,700,000 shares of the Issuer’s Common Stock.

     

    Kevin Tang shares voting and dispositive power over such shares with Tang Capital Partners and Tang Capital Management.

     

     Page 5 of 8 
     

     

    The percentages used herein are based on 190,355,471 shares of Common Stock outstanding as of December 20, 2023, as set forth in the Issuer’s Prospectus Supplement as filed pursuant to Rule 424(b)(5) that was filed with the Securities and Exchange Commission on December 19, 2023.

     

    (b)Percent of Class:

     

    Tang Capital Partners 0.9%
    Tang Capital Management 0.9%
    Kevin Tang 0.9%

     

    (c)Number of shares as to which such person has:

     

    (i)sole power to vote or to direct the vote:

     

    Tang Capital Partners 0 shares
    Tang Capital Management 0 shares
    Kevin Tang 0 shares

     

    (ii)shared power to vote or to direct the vote:

     

    Tang Capital Partners 1,700,000 shares
    Tang Capital Management 1,700,000 shares
    Kevin Tang 1,700,000 shares

     

    (iii)sole power to dispose or to direct the disposition of:

     

    Tang Capital Partners 0 shares
    Tang Capital Management 0 shares
    Kevin Tang 0 shares

     

    (iv)shared power to dispose or to direct the disposition of:

     

    Tang Capital Partners 1,700,000 shares
    Tang Capital Management 1,700,000 shares
    Kevin Tang 1,700,000 shares

     

    Item 5.Ownership of Five Percent or Less of a Class.

     

    If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x

     

    Item 6.Ownership of More than Five Percent on Behalf of Another Person.

     

    Not applicable

     

    Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

     

    Not applicable.

     

    Item 8.Identification and Classification of Members of the Group.

     

    Not applicable.

     

    Item 9.Notice of Dissolution of Group.

     

    Not applicable.

     

     Page 6 of 8 
     

     

    Item 10.Certification.

     

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

     

     Page 7 of 8 
     

     

    Signature

     

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     

     

    Date: February 14, 2024

     

     

    TANG CAPITAL PARTNERS, LP

     

    By: Tang Capital Management, LLC, its General Partner

     

     

    By:   /s/ Kevin Tang  
      Kevin Tang, Manager  

     

     

    TANG CAPITAL MANAGEMENT, LLC

     

     

    By:   /s/ Kevin Tang  
      Kevin Tang, Manager  

     

     

    /s/ Kevin Tang  
    Kevin Tang  

     

     

    Page 8 of 8

     

     

     

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