SEC Form 4 · accession 0001209191-15-027488
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter M Hecht
Officer — Chief Executive Officer · Director
Period of report
Mar 16, 2015
Accepted (ET)
Mar 18, 2015 · 4:28 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001446847
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common Stock | Mar 16, 2015 | M | 75,000 | $1.56 | A | 4,216,417 | D | |
| Class B Common StockF2 | Mar 16, 2015 | S | 75,000 | $15.60 | D | 4,141,417 | D | |
| Class B Common Stock | Mar 17, 2015 | M | 125,000 | $1.56 | A | 4,266,417 | D | |
| Class B Common StockF3 | Mar 17, 2015 | S | 11,903 | $15.77 | D | 4,254,514 | D | |
| Class B Common StockF4 | Mar 17, 2015 | S | 113,097 | $15.61 | D | 4,141,417 | D | |
| Class A Common Stock | holding | — | — | — | 73,418 | D | ||
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Malcolm Paul Hecht | |
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Zoe Niovi Hecht | |
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Alexis Mae Hecht |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F6 | $1.56 | Mar 16, 2015 | M | 75,000 | D | — | Mar 14, 2016 | Class B Common Stock | 75,000 | 704,892 | D |
| Employee Stock Option (Right to Buy)F6 | $1.56 | Mar 17, 2015 | M | 125,000 | D | — | Mar 14, 2016 | Class B Common Stock | 125,000 | 579,892 | D |
| Employee Stock Option (Right to Buy)F7 | $15.62 | Mar 16, 2015 | A | 565,000 | A | — | Mar 16, 2025 | Class A Common Stock | 565,000 | 565,000 | D |
Explanation of responses
- F1This sale was effected to cover the tax liabilities arising out of the exercises of stock options of the issuer reported on this form, as well as prior exercises in which the reporting person paid the exercise price and held the underlying shares at the time of exercise. In order to effect the sale, these shares of Class B Common Stock were converted into shares of Class A Common Stock in accordance with the issuer's certificate of incorporation.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.49 to $15.65, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F3The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.72 to $15.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.54 to $15.75, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
- F5These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
- F6The option vests upon the earlier of (i) the issuer's achievement of certain regulatory, commercial and market capitalization milestones and (ii) January 1, 2016. Upon achievement of a regulatory milestone on October 24, 2011 and a commercial milestone on December 21, 2012, the option vested as to 400,000 and 300,000 shares, respectively.
- F7The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2015.