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 OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

MCCOURT Thomas A
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)
President
(Last)          (First)          (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2019
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/1/2019     A    5133   A   (1) 88442   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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) 4/1/2019     A      4056   (2)        (3) 3/1/2026   Class A Common Stock   4056     (2) 179056   D    
Employee Stock Option (Right to Buy)   $14.93   (2) 4/1/2019     A      8518   (2)        (4) 2/27/2027   Class A Common Stock   8518     (2) 166018   D    
Employee Stock Option (Right to Buy)   $12.95   (2) 4/1/2019     A      11154   (2)        (5) 2/21/2028   Class A Common Stock   11154     (2) 142404   D    
Employee Stock Option (Right to Buy)   $11.49   (2) 4/1/2019     A      39982   (2)        (6) 1/29/2029   Class A Common Stock   39982     (2) 384982   D    
Employee Stock Option (Right to Buy)   $4.88   (2) 4/1/2019     A      4944   (2)        (7) 9/7/2019   Class A Common Stock   4944     (2) 134944   D    
Employee Stock Option (Right to Buy)   $9.89   (2) 4/1/2019     A      4988   (2)        (8) 2/1/2021   Class A Common Stock   4988     (2) 99988   D    
Employee Stock Option (Right to Buy)   $13.11   (2) 4/1/2019     A      971   (2)        (8) 2/1/2022   Class A Common Stock   971     (2) 95971   D    
Employee Stock Option (Right to Buy)   $11.65   (2) 4/1/2019     A      962   (2)        (8) 2/1/2023   Class A Common Stock   962     (2) 110962   D    
Employee Stock Option (Right to Buy)   $12.56   (2) 4/1/2019     A      504   (2)        (8) 3/3/2024   Class A Common Stock   504     (2) 80504   D    
Employee Stock Option (Right to Buy)   $4.88   (9)                    (8) 9/7/2019   Class A Common Stock   130000     130000   D    
Employee Stock Option (Right to Buy)   $10.02   (9)                    (8) 2/2/2020   Class A Common Stock   20000     20000   D    
Employee Stock Option (Right to Buy)   $13.91   (9)                    (8) 3/16/2025   Class A Common Stock   97500     97500   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 5,133 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 vests as to 44,944 shares, as adjusted, upon the Issuer's achievement of a certain milestone. The remaining shares underlying the option are presently exercisable in full.
(8)  This option, granted as an annual performance award, is presently exercisable in full.
(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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCCOURT Thomas A
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142


President

Signatures
/s/ Conor Kilroy, Attorney-in-Fact 4/3/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: 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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