SEC Form 4 · accession 0001209191-18-048410

IRONWOOD PHARMACEUTICALS INC · IRWD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Mark G Currie

Officer — Chief Scientific Officer

Period of report

Aug 22, 2018

Accepted (ET)

Aug 24, 2018 · 5:21 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
Class B Common Stock	Aug 22, 2018	M	16,666	$4.89	A	791,666	D
Class B Common Stock	Aug 22, 2018	M	41,667	$4.89	A	833,333	D
Class B Common Stock	Aug 22, 2018	M	6,667	$5.48	A	840,000	D
Class B Common Stock^F2	Aug 22, 2018	S	65,000	$18.51	D	775,000	D
Class B Common Stock	Aug 23, 2018	M	16,667	$4.89	A	791,667	D
Class B Common Stock	Aug 23, 2018	M	41,666	$4.89	A	833,333	D
Class B Common Stock	Aug 23, 2018	M	6,667	$5.48	A	840,000	D
Class B Common Stock^F3	Aug 23, 2018	S	65,000	$18.39	D	775,000	D
Class A Common Stock	holding	—	—		—	30,124	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)^F4	$4.89	Aug 22, 2018	M	16,666	D	—	Feb 11, 2019	Class B Common Stock	16,666	33,334	D
Employee Stock Option (Right to Buy)^F5	$4.89	Aug 22, 2018	M	41,667	D	—	Feb 11, 2019	Class B Common Stock	41,667	83,333	D
Employee Stock Option (Right to Buy)^F6	$5.48	Aug 22, 2018	M	6,667	D	—	Jul 28, 2019	Class B Common Stock	6,667	33,333	D
Employee Stock Option (Right to Buy)^F4	$4.89	Aug 23, 2018	M	16,667	D	—	Feb 11, 2019	Class B Common Stock	16,667	16,667	D
Employee Stock Option (Right to Buy)^F5	$4.89	Aug 23, 2018	M	41,666	D	—	Feb 11, 2019	Class B Common Stock	41,666	41,667	D
Employee Stock Option (Right to Buy)^F6	$5.48	Aug 23, 2018	M	6,667	D	—	Jul 28, 2019	Class B Common Stock	6,667	26,666	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 $18.18 to $18.66, 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.
F3The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.63, 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.
F4The option was fully vested as of its grant date of February 12, 2009.
F5The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2009 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, 2013.
F6The option vests in two equal installments based on the issuer's achievement of certain regulatory and commercial milestones. Upon achievement of a regulatory milestone, the option vested as to 20,000 shares of Class B Common Stock on January 4, 2017.