SEC Form 4 · accession 0001209191-19-005422
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
Jan 23, 2019
Accepted (ET)
Jan 25, 2019 · 6:24 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 | Jan 23, 2019 | M | 30,000 | $4.89 | A | 4,726,917 | D | |
| Class A Common StockF2 | Jan 23, 2019 | S | 30,000 | $12.66 | D | 4,696,917 | D | |
| Class A Common Stock | Jan 24, 2019 | M | 30,000 | $4.89 | A | 4,726,917 | D | |
| Class A Common StockF3 | Jan 24, 2019 | S | 30,000 | $12.70 | D | 4,696,917 | D | |
| Class A Common Stock | Jan 25, 2019 | M | 29,551 | $4.89 | A | 4,726,468 | D | |
| Class A Common StockF4 | Jan 25, 2019 | S | 29,551 | $12.23 | D | 4,696,917 | D | |
| Class A Common Stock | Jan 25, 2019 | M | 20,449 | $4.89 | A | 4,717,366 | D | |
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Alexis Mae Hecht | |
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Malcolm Paul Hecht | |
| Class A Common StockF5 | holding | — | — | — | 4,850 | I | The 2000 Trust for Zoe Niovi 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)F6 | $4.89 | Jan 23, 2019 | M | 30,000 | D | — | Feb 11, 2019 | Class A Common Stock | 30,000 | 80,000 | D |
| Employee Stock Option (Right to Buy)F6 | $4.89 | Jan 24, 2019 | M | 30,000 | D | — | Feb 11, 2019 | Class A Common Stock | 30,000 | 50,000 | D |
| Employee Stock Option (Right to Buy)F6 | $4.89 | Jan 25, 2019 | M | 29,551 | D | — | Feb 11, 2019 | Class A Common Stock | 29,551 | 20,449 | D |
| Employee Stock Option (Right to Buy)F6 | $4.89 | Jan 25, 2019 | M | 20,449 | D | — | Feb 11, 2019 | Class A Common Stock | 20,449 | 0 | D |
Explanation of responses
- F1This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and to cover the tax liabilities arising out of the exercises of stock options of the issuer reported on this form, as well as prior exercises in which the reporting person paid the exercise price and held the underlying shares at the time of exercise.
- F2The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.40 to $12.91, 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 $12.39 to $13.12, 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 $12.00 to $12.58, 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.
- F5These 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.
- F6The option vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2009 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, 2013.