SEC Form 4 · accession 0001209191-16-103048
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark G Currie
Officer — Chief Scientific Officer
Period of report
Feb 24, 2016
Accepted (ET)
Feb 26, 2016 · 5:24 pm EST
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 A Common StockF1,F2 | Feb 24, 2016 | S | 2,154 | $8.50 | D | 25,558 | D | |
| Class B Common Stock | Feb 24, 2016 | M | 150,000 | $1.56 | A | 524,102 | D | |
| Class B Common StockF4 | Feb 24, 2016 | S | 150,000 | $8.53 | D | 374,102 | D |
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)F5 | $1.56 | Feb 24, 2016 | M | 150,000 | D | — | Mar 14, 2016 | Class B Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with the vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on March 16, 2015.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.19 to $8.87, 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.
- F3This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. 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.
- F4The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.18 to $8.88, 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.
- F5The option vests upon the earlier of (i) the issuer's achievement of certain regulatory and commercial milestones and (ii) January 1, 2016. The option vested as to 150,000 shares of Class B Common Stock upon achievement of each of a regulatory milestone on October 24, 2011 and a commercial milestone on December 21, 2012.
Remarks
Exhibit 24: Power of Attorney