Sec Form 4 Filing - Hecht Peter M @ IRONWOOD PHARMACEUTICALS INC - 2017-12-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hecht Peter M
2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2017
(Street)
CAMBRIDGE, MA02142
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/06/2017 M 26,595 A $ 3.76 4,696,917 D
Class B Common Stock 12/06/2017 M 56,000 A $ 3.76 4,752,917 D
Class B Common Stock 12/06/2017 S( 1 ) 56,000 D $ 15.24 ( 2 ) 4,696,917 D
Class B Common Stock 12/07/2017 M 57,405 A $ 3.76 4,754,322 D
Class B Common Stock 12/07/2017 S( 1 ) 57,405 D $ 15 ( 3 ) 4,696,917 D
Class A Common Stock 4,850 I The 2000 Trust for Malcolm Paul Hecht ( 4 )
Class A Common Stock 4,850 I The 2000 Trust for Zoe Niovi Hecht ( 4 )
Class A Common Stock 4,850 I The 2000 Trust for Alexis Mae Hecht ( 4 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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) $ 3.76 12/06/2017 M 26,595 ( 5 ) 01/31/2018 Class B Common Stock 26,595 $ 0 113,405 D
Employee Stock Option (Right to Buy) $ 3.76 12/06/2017 M 56,000 ( 5 ) 01/31/2018 Class B Common Stock 56,000 $ 0 57,405 D
Employee Stock Option (Right to Buy) $ 3.76 12/07/2017 M 57,405 ( 5 ) 01/31/2018 Class B Common Stock 57,405 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hecht Peter M
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA02142
X Chief Executive Officer
Signatures
/s/ Conor Kilroy, Attorney-in-Fact 12/08/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This sale was effected 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. 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 $15.17 to $15.33, 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 $14.99 to $15.01, 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 )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.
( 5 )The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2008 for the first 36 months, and 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, 2012.

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