Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On November 30, 2022, in connection with a periodic review of the amended and restated bylaws of Blueprint Medicines Corporation (the "Company"), the Board of Directors (the "Board") of the Company adopted amended and restated bylaws of the Company (the "Amended and Restated Bylaws"), effective immediately to, among other things,

· Include new proxy access provisions for qualified stockholders;

· Address the new Securities and Exchange Commission rules regarding universal


   proxy cards and certain recent changes to the Delaware General Corporation Law
   (the "DGCL"); and

· Expand the exclusive forum provision for matters rising under the Securities


   Act of 1933, as amended, and the Exchange Act of 1934, as amended (the
   "Exchange Act") to include all federal district courts rather than specifically
   designating the United States District Court for the District of Massachusetts.

The Amended and Restated Bylaws, among other things:

· Add proxy access provisions enabling a stockholder (or a group of up to 20


   stockholders) that has held at least 3% of the voting power of the Company's
   capital stock for three years or more to include a certain number of director
   nominees in the Company's proxy statement. Qualifying stockholders may nominate
   a number of candidates for director not to exceed the greater of (i) two or
   (ii) 25% of the number of directors in office as of the last day on which a
   notice of nomination of a director nominee by a stockholder may be timely
   delivered pursuant to and in accordance with the Amended and Restated Bylaws.

· Enhance procedural mechanics and disclosure requirements in connection with

stockholder nominations of directors and submissions of stockholder proposals

(other than proposals to be included in the Company's proxy statement pursuant

to Rule 14a-8 under the Securities Exchange Act at stockholder meetings,

including without limitation, by:

o Requiring additional disclosures from nominating or proposing stockholders,

proposed nominees and other persons associated with nominating or proposing

stockholders, including questionnaires and, in the case of a proposed nominee,

consent to be named in any proxy statement; and

o Requiring the nominating or proposing stockholder, or a qualifying

representative thereof, to appear at the applicable meeting to present such

proposed business or nominee.

· Address matters relating to Rule 14a-19 under the Exchange Act (the "Universal

Proxy Rules") including without limitation:

o Requiring any nominating stockholder submitting a nomination notice to make a

representation as to whether such stockholder intends to solicit proxies in

support of director nominees other than the Company's nominees in accordance

with Rule 14a-19 under the Exchange Act and provide reasonable evidence that

certain requirements of such rule have been satisfied;

o Providing the Company a remedy if a stockholder fails to satisfy the Universal

Proxy Rule requirements; and

o Requiring stockholders intending to use the Universal Proxy Rules to notify the

Company of any change in such intent within two business days and to provide

reasonable evidence of the satisfaction of the requirements under the Universal

Proxy Rules at least five business days before the applicable meeting.

· Clarify that the number of nominees that a stockholder may nominate shall not


   exceed the number of directors to be elected at the applicable meeting.

· Requiring that a nominating stockholder directly or indirectly soliciting


   proxies from other stockholders use a proxy card color other than white.

· Clarify that proxies received for disqualified or withdrawn nominees will be


   treated as abstentions.

· Clarify the powers of the chair of a stockholder meeting including to prescribe


   rules and regulations for the conduct of the meeting.

· Amend the exclusive forum provision to designate the federal district courts as


   the exclusive forum for matters rising under the Securities Act of 1933, as
   amended, and the Exchange Act.

· Make various other updates, including ministerial and conforming changes and


   changes to clarify the Company's ability to conduct meetings by means of remote
   communication.

The foregoing summary of, and the description of the revisions to, the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K, and are incorporated herein by reference.




Item 9.01  Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.    Description
  3.1            Amended and Restated Bylaws of Blueprint Medicines Corporation
104            Cover Page Interactive Data File (embedded within the Inline XBRL
               document and incorporated as Exhibit 101)

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