SEC Form 4 · accession 0001209191-19-001516
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter M Hecht
Officer — Chief Executive Officer · Director
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 8:06 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 StockF1 | Dec 31, 2018 | J | 4,696,917 | — | D | 0 | D | |
| Class A Common StockF1 | Dec 31, 2018 | J | 4,696,917 | — | A | 4,696,917 | D | |
| Class A Common StockF2 | holding | — | — | — | 4,850 | I | The 2000 Trust for Malcolm Paul Hecht | |
| Class A Common StockF2 | holding | — | — | — | 4,850 | I | The 2000 Trust for Zoe Niovi Hecht | |
| Class A Common StockF2 | holding | — | — | — | 4,850 | I | The 2000 Trust for Alexis Mae Hecht |
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)F3,F4 | $4.89 | Dec 31, 2018 | J | 110,000 | D | — | Feb 11, 2019 | Class B Common Stock | 110,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4 | $4.89 | Dec 31, 2018 | J | 110,000 | A | — | Feb 11, 2019 | Class A Common Stock | 110,000 | 110,000 | D |
| Employee Stock Option (Right to Buy)F3,F5 | $5.48 | Dec 31, 2018 | J | 40,000 | D | — | Jul 28, 2019 | Class B Common Stock | 40,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F5 | $5.48 | Dec 31, 2018 | J | 40,000 | A | — | Jul 28, 2019 | Class A Common Stock | 40,000 | 40,000 | 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.
- F2These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
- F3In 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.
- F4The 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
- F5On 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.