SEC Form 4 · accession 0001209191-19-001501
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
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 8:02 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 Stock | holding | — | — | — | 88,150 | 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)F1,F2 | $5.48 | Dec 31, 2018 | J | 130,000 | D | — | Sep 7, 2019 | Class B Common Stock | 130,000 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F2 | $5.48 | Dec 31, 2018 | J | 130,000 | A | — | Sep 7, 2019 | Class A Common Stock | 130,000 | 130,000 | D |
| Employee Stock Option (Right to Buy)F1,F3 | $5.48 | Dec 31, 2018 | J | 130,000 | D | — | Sep 7, 2019 | Class B Common Stock | 130,000 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F3 | $5.48 | Dec 31, 2018 | J | 130,000 | A | — | Sep 7, 2019 | Class A Common Stock | 130,000 | 130,000 | D |
Explanation of responses
- F1On December 31, 2018, each share of the Issuer's outstanding Class B Common Stock automatically converted into one share of the Issuer's Class A Common Stock pursuant to the Issuer's certificate of incorporation. In connection with the conversion, outstanding stock options granted pursuant to the Issuer's equity incentive plans in respect of the Issuer's Class B Common Stock remain unchanged, except that they now represent the right to receive shares of Class A Common Stock rather than shares of Class B Common Stock.
- F2The option vested as to 25% of the shares of Class B Common Stock on the first anniversary of September 8, 2009, and 1/48th of the shares of Class B Common Stock vest each month thereafter for the next 36 months. The option was fully vested as of September 8, 2013.
- 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.