SEC Form 4 · accession 0001209191-17-032868
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas A McCourt
Officer — Chief Commercial Officer
Period of report
May 15, 2017
Accepted (ET)
May 16, 2017 · 6:22 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 15, 2017 | M | 30,000 | $5.48 | A | 30,000 | D | |
| Class B Common StockF2 | May 15, 2017 | S | 30,000 | $18.20 | D | 0 | D | |
| Class A Common Stock | holding | — | — | — | 54,300 | 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 | $5.48 | May 15, 2017 | M | 30,000 | D | — | Sep 7, 2019 | Class B Common Stock | 30,000 | 130,000 | D |
Explanation of responses
- F1In 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 $18.14 to $18.33, 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 vested as to 25% of the shares of Class B Common Stock on the first anniversary of September 8, 2009, and 1/48th of the shares of Class B Common Stock vested on each monthly anniversary thereafter for the next 36 months. This option was fully vested as of September 8, 2013.