SEC Form 4 · accession 0001209191-18-012582
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
Feb 21, 2018
Accepted (ET)
Feb 22, 2018 · 6:05 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 A Common StockF1,F2,F3 | Feb 21, 2018 | S | 1,426 | $14.66 | D | 54,555 | D | |
| Class A Common StockF4,F2 | Feb 21, 2018 | S | 1,917 | $14.66 | D | 52,638 | D | |
| Class A Common Stock | Feb 21, 2018 | A | 21,875 | $0.00 | A | 74,513 | 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)F6 | $14.55 | Feb 21, 2018 | A | 131,250 | A | — | Feb 21, 2028 | Class A Common Stock | 131,250 | 131,250 | D |
Explanation of responses
- F1This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with the vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on March 16, 2015.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.48 to $14.92, 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 reporting person acquired 1,681 shares of Class A Common Stock under the issuer's employee stock purchase plan on June 30, 2017.
- F4This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with the vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on February 27, 2017.
- F5The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.
- F6The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2018.