SEC Form 4 · accession 0001209191-18-054598
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
Oct 4, 2018
Accepted (ET)
Oct 9, 2018 · 6:42 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 A Common Stock | Oct 4, 2018 | M | 40,556 | $11.25 | A | 70,680 | D | |
| Class A Common Stock | Oct 4, 2018 | M | 34,479 | $11.11 | A | 105,159 | D | |
| Class A Common Stock | Oct 4, 2018 | M | 41,615 | $10.24 | A | 146,774 | D | |
| Class A Common StockF2 | Oct 4, 2018 | S | 94,456 | $17.94 | D | 52,318 | D | |
| Class A Common StockF3 | Oct 4, 2018 | S | 22,194 | $18.75 | D | 30,124 | D | |
| Class A Common Stock | Oct 5, 2018 | M | 40,556 | $11.25 | A | 70,680 | D | |
| Class A Common Stock | Oct 5, 2018 | M | 34,480 | $11.11 | A | 105,160 | D | |
| Class A Common Stock | Oct 5, 2018 | M | 41,615 | $10.24 | A | 146,775 | D | |
| Class A Common StockF4 | Oct 5, 2018 | S | 116,651 | $17.53 | D | 30,124 | D | |
| Class B Common Stock | holding | — | — | — | 775,000 | 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)F5 | $11.25 | Oct 4, 2018 | M | 40,556 | D | — | Feb 2, 2020 | Class A Common Stock | 40,556 | 49,444 | D |
| Employee Stock Option (Right to Buy)F6 | $11.11 | Oct 4, 2018 | M | 34,479 | D | — | Feb 1, 2021 | Class A Common Stock | 34,479 | 75,521 | D |
| Employee Stock Option (Right to Buy)F7 | $10.24 | Oct 4, 2018 | M | 41,615 | D | — | Mar 1, 2026 | Class A Common Stock | 41,615 | 193,385 | D |
| Employee Stock Option (Right to Buy)F5 | $11.25 | Oct 5, 2018 | M | 40,556 | D | — | Feb 2, 2020 | Class A Common Stock | 40,556 | 8,888 | D |
| Employee Stock Option (Right to Buy)F6 | $11.11 | Oct 5, 2018 | M | 34,480 | D | — | Feb 1, 2021 | Class A Common Stock | 34,480 | 41,041 | D |
| Employee Stock Option (Right to Buy)F7 | $10.24 | Oct 5, 2018 | M | 41,615 | D | — | Mar 1, 2026 | Class A Common Stock | 41,615 | 151,770 | D |
Explanation of responses
- F1This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.37 to $18.36, 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 $18.37 to $19.14, 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 price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $17.22 to $17.79, 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.
- F5The option vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2010 for the first 36 months, and as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter. The option was fully vested as of January 1, 2014.
- F6The option, granted as an annual performance award, vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2011 for the first 36 months, and as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter. The option was fully vested as of January 1, 2015.
- F7The 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, 2016.