SEC Form 4 · accession 0001209191-16-124070
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Halley E Gilbert
Officer — Chief Legal Officer
Period of report
May 25, 2016
Accepted (ET)
May 27, 2016 · 4:47 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 | May 25, 2016 | M | 5,865 | $3.76 | A | 5,865 | D | |
| Class B Common StockF2 | May 25, 2016 | S | 5,865 | $12.19 | D | 0 | D | |
| Class B Common Stock | May 25, 2016 | M | 10,000 | $3.76 | A | 10,000 | D | |
| Class B Common StockF2 | May 25, 2016 | S | 10,000 | $12.19 | D | 0 | D | |
| Class A Common StockF2 | May 25, 2016 | S | 4,410 | $12.19 | D | 64,537 | 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)F4 | $3.76 | May 25, 2016 | M | 5,865 | D | — | Jan 31, 2018 | Class B Common Stock | 5,865 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $3.76 | May 25, 2016 | M | 10,000 | D | — | Jan 31, 2018 | Class B Common Stock | 10,000 | 14,000 | 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 $12.10 to $12.25, 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.
- F4The option vested as to 25% of the shares of Class B Common Stock on the first anniversary of February 1, 2008, and 1/48th of the shares of Class B Common Stock vested each month thereafter for the next 36 months. The option was fully vested as of February 1, 2012.
- F5The option vested upon the earlier of (i) the issuer's achievement of a regulatory milestone and (ii) February 1, 2014. The regulatory milestone was met, so the option was fully vested as of October 24, 2011.