Statement of Changes in Beneficial Ownership (4)
April 03 2019 - 6:15PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Gilbert Halley E
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2. Issuer Name
and
Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC
[
IRWD
]
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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
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(Last)
(First)
(Middle)
C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2019
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(Street)
CAMBRIDGE, MA 02142
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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4/1/2019
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A
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17165
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A
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(1)
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242295
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$9.12
(2)
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4/1/2019
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A
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1506
(2)
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(3)
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3/1/2026
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Class A Common Stock
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1506
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(2)
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66506
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D
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Employee Stock Option (Right to Buy)
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$14.93
(2)
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4/1/2019
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A
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4326
(2)
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(4)
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2/27/2027
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Class A Common Stock
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4326
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(2)
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84326
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D
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Employee Stock Option (Right to Buy)
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$12.95
(2)
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4/1/2019
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A
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5949
(2)
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(5)
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2/21/2028
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Class A Common Stock
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5949
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(2)
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75949
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D
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Employee Stock Option (Right to Buy)
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$11.49
(2)
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4/1/2019
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A
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16804
(2)
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(6)
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1/29/2029
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Class A Common Stock
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16804
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(2)
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161804
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D
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Employee Stock Option (Right to Buy)
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$4.88
(2)
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4/1/2019
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A
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2472
(2)
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(7)
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7/28/2019
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Class A Common Stock
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2472
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(2)
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42472
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D
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Employee Stock Option (Right to Buy)
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$10.02
(8)
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(9)
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2/2/2020
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Class A Common Stock
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60000
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60000
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D
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Employee Stock Option (Right to Buy)
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$9.89
(8)
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(9)
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2/1/2021
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Class A Common Stock
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60000
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60000
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D
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Employee Stock Option (Right to Buy)
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$10.53
(8)
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(9)
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12/12/2021
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Class A Common Stock
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30000
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30000
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D
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Employee Stock Option (Right to Buy)
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$13.11
(8)
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(9)
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2/1/2022
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Class A Common Stock
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45000
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45000
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D
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Employee Stock Option (Right to Buy)
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$11.65
(8)
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(9)
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2/1/2023
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Class A Common Stock
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30000
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30000
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D
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Employee Stock Option (Right to Buy)
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$10.25
(8)
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(9)
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12/2/2023
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Class A Common Stock
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25000
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25000
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D
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Employee Stock Option (Right to Buy)
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$12.56
(8)
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(9)
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3/3/2024
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Class A Common Stock
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65000
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65000
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D
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Employee Stock Option (Right to Buy)
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$13.91
(8)
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(9)
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3/16/2025
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Class A Common Stock
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57500
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57500
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D
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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(8)
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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.
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(9)
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This option, granted as an annual performance award, is presently exercisable in full.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Gilbert Halley E
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142
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Chief Admin Officer & SVP
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Signatures
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/s/ Conor Kilroy, Attorney-in-Fact
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4/3/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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