SEC Form 4 · accession 0001209191-19-001512

IRONWOOD PHARMACEUTICALS INC · IRWD

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

Reporting owner

Officer — Chief Scientific Officer

Period of report

Dec 31, 2018

Accepted (ET)

Jan 3, 2019 · 8:05 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 B Common Stock^F1	Dec 31, 2018	J	775,000	—	D	0	D
Class A Common Stock^F1	Dec 31, 2018	J	775,000	—	A	805,124	D

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	$5.48	Dec 31, 2018	J	20,000	D	—	Jul 28, 2019	Class B Common Stock	20,000	0	D
Employee Stock Option (Right to Buy)^F2,F3	$5.48	Dec 31, 2018	J	20,000	A	—	Jul 28, 2019	Class A Common Stock	20,000	20,000	D

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.
F2In connection with the conversion described in footnote (1), 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.
F3On July 29, 2009, the Reporting Person was granted an option to purchase 40,000 shares of Class B Common Stock. The option vests in two equal installments upon the Issuer's achievement of certain regulatory and commercial milestones. The option has vested as to 20,000 shares as of the date hereof.