SEC Form 4 · accession 0001209191-19-001509
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Halley E Gilbert
Officer — Chief Legal Officer
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 8:04 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 | holding | — | — | — | 142,423 | 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)F2,F3 | $4.89 | Dec 31, 2018 | J | 20,449 | D | — | Feb 11, 2019 | Class B Common Stock | 20,449 | 0 | D |
| Employee Stock Option (Right to Buy)F2,F3 | $4.89 | Dec 31, 2018 | J | 20,449 | A | — | Feb 11, 2019 | Class A Common Stock | 20,449 | 20,449 | D |
| Employee Stock OptionF2,F4 | $5.48 | Dec 31, 2018 | J | 20,000 | D | — | Jul 28, 2019 | Class B Common Stock | 20,000 | 20,000 | D |
| Employee Stock OptionF2,F4 | $5.48 | Dec 31, 2018 | J | 20,000 | A | — | Jul 29, 2019 | Class A Common Stock | 20,000 | 20,000 | D |
| Employee Stock OptionF2,F5 | $5.48 | Dec 31, 2018 | J | 20,000 | D | — | Jul 29, 2019 | Class A Common Stock | 20,000 | 20,000 | D |
| Employee Stock OptionF2,F5 | $5.48 | Dec 31, 2018 | J | 20,000 | A | — | Jul 29, 2019 | Class A Common Stock | 20,000 | 20,000 | D |
Explanation of responses
- F1The Reporting Person acquired a total of 524 shares of Class A Common Stock under the Issuer's employee stock purchase plan on December 31, 2018.
- F2On 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.
- F3The 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 vested 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.
- F4On July 29, 2009, the Reporting Person was granted an option to purchase 20,000 shares of Class B Common Stock upon the Issuer's achievement of certain regulatory milestones. The option has vested as to 20,000 shares as of the date hereof.
- F5On July 29, 2009, the Reporting Person was granted an option to purchase 20,000 shares of Class B Common Stock upon the Issuer's achievement of commercial milestones. The option has not vested as to any shares as of the date hereof.