Sec Form 4 Filing - Gilbert Halley E @ IRONWOOD PHARMACEUTICALS INC - 2019-04-01

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
Gilbert Halley E
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)
Chief Admin Officer & SVP
(Last) (First) (Middle)
C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2019
(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 A Common Stock 04/01/2019 A 17,165 A 242,295 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 (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) $ 9.12 ( 2 ) 04/01/2019 A 1,506 ( 2 ) ( 3 ) 03/01/2026 Class A Common Stock 1,506 ( 2 ) 66,506 D
Employee Stock Option (Right to Buy) $ 14.93 ( 2 ) 04/01/2019 A 4,326 ( 2 ) ( 4 ) 02/27/2027 Class A Common Stock 4,326 ( 2 ) 84,326 D
Employee Stock Option (Right to Buy) $ 12.95 ( 2 ) 04/01/2019 A 5,949 ( 2 ) ( 5 ) 02/21/2028 Class A Common Stock 5,949 ( 2 ) 75,949 D
Employee Stock Option (Right to Buy) $ 11.49 ( 2 ) 04/01/2019 A 16,804 ( 2 ) ( 6 ) 01/29/2029 Class A Common Stock 16,804 ( 2 ) 161,804 D
Employee Stock Option (Right to Buy) $ 4.88 ( 2 ) 04/01/2019 A 2,472 ( 2 ) ( 7 ) 07/28/2019 Class A Common Stock 2,472 ( 2 ) 42,472 D
Employee Stock Option (Right to Buy) $ 10.02 ( 8 ) ( 9 ) 02/02/2020 Class A Common Stock 60,000 60,000 D
Employee Stock Option (Right to Buy) $ 9.89 ( 8 ) ( 9 ) 02/01/2021 Class A Common Stock 60,000 60,000 D
Employee Stock Option (Right to Buy) $ 10.53 ( 8 ) ( 9 ) 12/12/2021 Class A Common Stock 30,000 30,000 D
Employee Stock Option (Right to Buy) $ 13.11 ( 8 ) ( 9 ) 02/01/2022 Class A Common Stock 45,000 45,000 D
Employee Stock Option (Right to Buy) $ 11.65 ( 8 ) ( 9 ) 02/01/2023 Class A Common Stock 30,000 30,000 D
Employee Stock Option (Right to Buy) $ 10.25 ( 8 ) ( 9 ) 12/02/2023 Class A Common Stock 25,000 25,000 D
Employee Stock Option (Right to Buy) $ 12.56 ( 8 ) ( 9 ) 03/03/2024 Class A Common Stock 65,000 65,000 D
Employee Stock Option (Right to Buy) $ 13.91 ( 8 ) ( 9 ) 03/16/2025 Class A Common Stock 57,500 57,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gilbert Halley E
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA02142
Chief Admin Officer & SVP
Signatures
/s/ Conor Kilroy, Attorney-in-Fact 04/03/2019
Signature of Reporting Person Date
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 17,165 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 )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.
( 4 )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, 2017.
( 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, 2018.
( 6 )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.
( 7 )The option has vested as to 20,000 shares as of the date hereof. The remaining shares will vest upon the issuer's achievement of a certain milestone.
( 8 )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.
( 9 )This option, granted as an annual performance award, is presently exercisable in full.

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