SEC Form 4
FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol IRONWOOD PHARMACEUTICALS INC [ IRWD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/09/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class B Common Stock | 03/09/2016 | M | 220,790 | A | $1.56 | 4,710,322 | D | |||
Class B Common Stock | 03/09/2016 | S(1) | 40,000 | D | $10.87(2) | 4,670,322 | D | |||
Class B Common Stock | 03/10/2016 | M | 40,000 | A | $1.56 | 4,710,322 | D | |||
Class B Common Stock | 03/10/2016 | S(1) | 40,000 | D | $10.63(3) | 4,670,322 | D | |||
Class B Common Stock | 03/11/2016 | M | 40,000 | A | $1.56 | 4,710,322 | D | |||
Class B Common Stock | 03/11/2016 | S(1) | 40,000 | D | $10.66(4) | 4,670,322 | D | |||
Class A Common Stock | 4,850 | I | The 2000 Trust for Malcolm Paul Hecht(5) | |||||||
Class A Common Stock | 4,850 | I | The 2000 Trust for Zoe Niovi Hecht(5) | |||||||
Class A Common Stock | 4,850 | I | The 2000 Trust for Alexis Mae Hecht(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $1.56 | 03/09/2016 | M | 220,790 | (6) | 03/14/2016 | Class B Common Stock | 220,790 | $1.56 | 80,000 | D | ||||
Employee Stock Option (Right to Buy) | $1.56 | 03/10/2016 | M | 40,000 | (6) | 03/14/2016 | Class B Common Stock | 40,000 | $1.56 | 40,000 | D | ||||
Employee Stock Option (Right to Buy | $1.56 | 03/11/2016 | M | 40,000 | (6) | 03/14/2016 | Class B Common Stock | 40,000 | $1.56 | 0 | D |
Explanation of Responses: |
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and was made to cover the tax liabilities arising out of the exercise of stock options of the issuer reported on this form. In order to effect the sale, these shares of Class B Common Stock were converted into shares of Class A Common Stock in accordance with the issuer's certificate of incorporation. |
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.68 to $11.29, 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. |
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.46 to $11.06, 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. |
4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.50 to $10.83, 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. |
5. These 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. |
6. The option vests upon the earlier of (i) the issuer's achievement of certain regulatory, commercial and market capitaliztion milestones and (ii) January 1, 2016. Upon achievement of a regulatory milestone on October 24, 2011 and a commercial milestone on December 21, 2012, the option vested as to 400,000 and 300,000 shares of Class B Common Stock, respectively. The remainder of the option vested on January 1, 2016. |
Remarks: |
/s/ Halley Gilbert, Attorney-in-Fact | 03/11/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |