SEC Form 4 · accession 0001209191-18-042183
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
Jul 6, 2018
Accepted (ET)
Jul 10, 2018 · 5:18 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 | Jul 6, 2018 | M | 30,000 | $5.48 | A | 30,000 | D | |
| Class B Common Stock | Jul 6, 2018 | S | 30,000 | $20.00 | D | 0 | D | |
| Class A Common StockF2 | holding | — | — | — | 76,150 | 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 | Jul 6, 2018 | M | 30,000 | D | — | Sep 7, 2019 | Class B Common Stock | 30,000 | 130,000 | 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 reporting person acquired a total of 1,637 shares of Class A Common Stock under the issuer's employee stock purchase plan on June 29, 2018.
- F3The option vests in four equal installments based on the issuer's achievement of certain regulatory and commercial milestones. Upon achievement of regulatory or commercial milestones, the option vested as to 40,000 shares of Class B Common Stock on each of October 24, 2011, December 21, 2012 and January 4, 2017.