SEC Form 4 · accession 0001209191-16-107961
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
Mar 9, 2016
Accepted (ET)
Mar 11, 2016 · 6:19 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 B Common Stock | Mar 9, 2016 | M | 150,000 | $1.56 | A | 524,102 | D | |
| Class B Common StockF2 | Mar 9, 2016 | S | 150,000 | $10.86 | D | 374,102 | D | |
| Class B Common Stock | Mar 9, 2016 | M | 10,898 | $1.56 | A | 385,000 | D | |
| Class A Common Stock | holding | — | — | — | 25,558 | 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)F3 | $1.56 | Mar 9, 2016 | M | 150,000 | D | — | Mar 14, 2016 | Class B Common Stock | 150,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $1.56 | Mar 9, 2016 | M | 10,898 | D | — | Mar 14, 2016 | Class B Common Stock | 10,898 | 0 | D |
Explanation of responses
- F1This 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.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.67 to $11.29, 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 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.
- F4The 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 on each monthly anniversary thereafter. The option was fully vested as of January 1, 2010.