Cyclerion Therapeutics (CYCN) Form 4/A Cyclerion Therapeutics / Mark G Currie 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^*

Currie Mark G

(Last) (First) (Middle)

C/O CYCLERION THERAPEUTICS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ CYCN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

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

4. If Amendment, Date of Original Filed (Month/Day/Year)
04/03/2019

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

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)	$12.24(1)	04/01/2019		A		37,279		(2)	02/01/2021	Common Stock	37,279	$0.00	37,279(3)	D
Employee Stock Option (Right to Buy)	$16.21	04/01/2019		A		17,490		(2)	02/01/2022	Common Stock	17,490	$0.00	17,490(3)	D
Employee Stock Option (Right to Buy)	$14.4	04/01/2019		A		27,772		(2)	02/01/2023	Common Stock	27,772	$0.00	27,772(3)	D
Employee Stock Option (Right to Buy)	$17.2	04/01/2019		A		2,500		(4)	03/01/2025	Common Stock	2,500	$0.00	2,500(4)	D
Employee Stock Option (Right to Buy)	$11.28	04/01/2019		A		50,794		(5)	03/01/2026	Common Stock	50,794	$0.00	50,794(3)	D
Employee Stock Option (Right to Buy)	$18.47(1)	04/01/2019		A		113,413		(6)	02/27/2027	Common Stock	113,413	$0.00	113,413(3)	D
Employee Stock Option (Right to Buy)	$16.02	04/01/2019		A		140,984		(7)	02/21/2028	Common Stock	140,984	$0.00	140,984(3)	D
Employee Stock Option (Right to Buy)	$14.21(1)	04/01/2019		A		514,698		(8)	01/29/2029	Common Stock	514,698	$0.00	514,698(3)	D

Explanation of Responses:

1. This report has been amended to correct the exercise price of the stock options that were originally issued by Ironwood Pharmaceuticals, Inc. ("Ironwood") as a result of the spin-off of the Issuer from Ironwood, effective on April 1, 2019 ("the Separation").

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

3. This report has been amended to reflect the number of options that were assumed by the Issuer under its applicable mirror equity plan as a result of the Separation.

4. This footnote has been amended to reflect the number of unvested options that were assumed by the Issuer under its applicable mirror equity plan as a result of the Separation. This option to purchase 25,208 shares vests in equal installments upon achievement of certain regulatory and commercial milestones. The option has vested as to 2,500 shares as of the date hereof.

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

6. The option, granted as an annual performance award, vests as to 2.08333% of the shares of Common Stock on each monthly anniversary of January 1, 2017.

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

Remarks:

	/s/ Larry Miller, Attorney-in-Fact	09/20/2019
	** Signature of Reporting Person	Date
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