SEC Form 4 · accession 0001209191-17-064761

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

Dec 6, 2017

Accepted (ET)

Dec 8, 2017 · 5:00 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	Dec 6, 2017	M	26,595	$3.76	A	4,696,917	D
Class B Common Stock	Dec 6, 2017	M	56,000	$3.76	A	4,752,917	D
Class B Common Stock^F2	Dec 6, 2017	S	56,000	$15.24	D	4,696,917	D
Class B Common Stock	Dec 7, 2017	M	57,405	$3.76	A	4,754,322	D
Class B Common Stock^F3	Dec 7, 2017	S	57,405	$15.00	D	4,696,917	D
Class A Common Stock^F4	holding	—	—		—	4,850	I	The 2000 Trust for Malcolm Paul Hecht
Class A Common Stock^F4	holding	—	—		—	4,850	I	The 2000 Trust for Zoe Niovi Hecht
Class A Common Stock^F4	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	$3.76	Dec 6, 2017	M	26,595	D	—	Jan 31, 2018	Class B Common Stock	26,595	113,405	D
Employee Stock Option (Right to Buy)^F5	$3.76	Dec 6, 2017	M	56,000	D	—	Jan 31, 2018	Class B Common Stock	56,000	57,405	D
Employee Stock Option (Right to Buy)^F5	$3.76	Dec 7, 2017	M	57,405	D	—	Jan 31, 2018	Class B Common Stock	57,405	0	D

Explanation of responses

F1This sale was effected to cover the tax liabilities arising out of the exercises of stock options of the issuer reported on this form, as well as prior exercises in which the reporting person paid the exercise price and held the underlying shares at the time of exercise. 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 $15.17 to $15.33, 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.99 to $15.01, 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, 2008 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, 2012.