Gina Consylman Form 4 IRONWOOD PHARMACEUTICALS / Gina Consylman ownership change

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^*

Consylman Gina

(Last) (First) (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 A Common Stock	04/01/2019		A		16,731	A	(1)	179,915	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	$13.78(2)	04/01/2019		A		3,563(2)		(3)	07/01/2024	Class A Common Stock	3,563	(2)	43,563	D
Employee Stock Option (Right to Buy)	$10.2(2)	04/01/2019		A		77(2)		(4)	09/16/2025	Class A Common Stock	77	(2)	5,077	D
Employee Stock Option (Right to Buy)	$9.12(2)	04/01/2019		A		695(2)		(5)	03/01/2026	Class A Common Stock	695	(2)	30,695	D
Employee Stock Option (Right to Buy)	$13.6(2)	04/01/2019		A		1,236(2)		(6)	01/02/2028	Class A Common Stock	1,236	(2)	16,236	D
Employee Stock Option (Right to Buy)	$12.95(2)	04/01/2019		A		5,099(2)		(7)	02/21/2028	Class A Common Stock	5,099	(2)	65,099	D
Employee Stock Option (Right to Buy)	$11.49(2)	04/01/2019		A		16,804(2)		(8)	01/29/2029	Class A Common Stock	16,804	(2)	161,804	D
Employee Stock Option (Right to Buy)	$13.91(9)							(10)	03/16/2025	Class A Common Stock	8,500		8,500	D

Explanation of Responses:

1. In connection with the separation (the "Separation") of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received 16,731 restricted stock units as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock units are subject to vesting conditions consistent with the terms of the existing Ironwood restricted stock units held by the reporting person prior to the Separation.

2. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the number of shares subject to this option and the exercise price have been adjusted, and the reporting person received options to purchase shares of Cyclerion Common Stock, to preserve the pre-Separation intrinsic value of the existing Ironwood option award.

3. This option, granted as a new hire award, is presently exercisable in full.

4. The option vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of September 16, 2015.

5. The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2016.

6. The option, granted as a promotion award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of November 27, 2017.

7. The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2018.

8. The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2019.

9. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the exercise price of the option was adjusted, and the reporting person received options to purchase shares of Cyclerion Common Stock, to preserve the pre-Separation intrinsic value of the existing Ironwood option award.

10. This option, granted as an annual performance award, is presently exercisable in full.

Remarks:

	/s/ Conor Kilroy, Attorney-in-Fact	04/03/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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