SEC Form 4 · accession 0001209191-15-077310
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
Oct 28, 2015
Accepted (ET)
Oct 29, 2015 · 5:57 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 | Oct 28, 2015 | M | 29,102 | $1.56 | A | 4,170,519 | D | |
| Class B Common Stock | Oct 28, 2015 | M | 35,000 | $1.56 | A | 4,205,519 | D | |
| Class B Common Stock | Oct 28, 2015 | M | 34,013 | $2.94 | A | 4,239,532 | D | |
| Class A Common Stock | holding | — | — | — | 73,418 | D | ||
| Class A Common StockF1 | holding | — | — | — | 4,850 | I | The 2000 Trust for Malcom Paul Hecht | |
| Class A Common StockF1 | holding | — | — | — | 4,850 | I | The 2000 Trust for Zoe Niovi Hecht | |
| Class A Common StockF1 | 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)F2 | $1.56 | Oct 28, 2015 | M | 29,102 | D | — | Mar 14, 2016 | Class B Common Stock | 29,102 | 550,790 | D |
| Employee Stock Option (Right to Buy)F3 | $1.56 | Oct 28, 2015 | M | 35,000 | D | — | Mar 13, 2016 | Class B Common Stock | 35,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $2.94 | Oct 28, 2015 | M | 34,013 | D | — | Jan 22, 2017 | Class B Common Stock | 34,013 | 65,987 | D |
Explanation of responses
- F1These 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.
- F2The 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 of Class B Common Stock, respectively.
- F3The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2006 for the first 36 months, and as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter. The option was fully vested as of January 1, 2010.
- F4The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2007 for the first 36 months, and as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter. The option was fully vested as of January 1, 2011.
Remarks
Exhibit 24: Power of Attorney