SEC Form 4 · accession 0001209191-17-003679
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
Jan 11, 2017
Accepted (ET)
Jan 13, 2017 · 4:37 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 | Jan 11, 2017 | M | 32,993 | $2.94 | A | 4,703,315 | D | |
| Class B Common StockF2 | Jan 11, 2017 | S | 32,993 | $15.84 | D | 4,670,322 | D | |
| Class B Common Stock | Jan 12, 2017 | M | 32,994 | $2.94 | A | 4,703,316 | D | |
| Class B Common StockF3 | Jan 12, 2017 | S | 32,994 | $15.50 | D | 4,670,322 | D | |
| Class A Common StockF4 | holding | — | — | — | 4,850 | I | The 2000 Trust for Malcolm Paul Hecht | |
| Class A Common StockF4 | holding | — | — | — | 4,850 | I | The 2000 Trust for Zoe Niovi Hecht | |
| Class A Common StockF4 | 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)F5 | $2.94 | Jan 11, 2017 | M | 32,993 | D | — | Jan 22, 2017 | Class B Common Stock | 32,993 | 32,994 | D |
| Employee Stock Option (Right to Buy)F5 | $2.94 | Jan 12, 2017 | M | 32,994 | D | — | Jan 22, 2017 | Class B Common Stock | 32,994 | 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 $15.40 to $16.24, 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 $15.25 to $15.66, 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.
- F4These 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.
- F5The 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 on each monthly anniversary thereafter. The option was fully vested as of January 1, 2011.