Statement of Changes in Beneficial Ownership (4)
February 25 2020 - 4:35PM
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).
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
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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
]
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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 |
(Last)
(First)
(Middle)
C/O IRONWOOD PHARMACEUTICALS, INC., 100 SUMMER STREET, SUITE 2300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2020 |
(Street)
BOSTON, MA 02110
(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 | 2/21/2020 | | S | | 2753 (1) | D | $11.63 (2) | 278566 | D | |
Class A Common Stock | 2/21/2020 | | S | | 3410 (3) | D | $11.63 (2) | 275156 | D | |
Class A Common Stock | 2/21/2020 | | S | | 2984 (4) | D | $11.63 (2) | 272172 | D | |
Class A Common Stock | 2/21/2020 | | S | | 6181 (5) | D | $11.63 (2) | 265991 | D | |
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) | 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 |
Explanation of Responses: |
(1) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on March 1, 2016. |
(2) | The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.58 to $11.64, 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) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on February 27, 2017. |
(4) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on February 21, 2018. |
(5) | This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. This sale was made to cover tax withholding obligations in connection with vesting and settlement of approximately 25% of the reporting person's restricted stock units granted on January 29, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Gilbert Halley E C/O IRONWOOD PHARMACEUTICALS, INC. 100 SUMMER STREET, SUITE 2300 BOSTON, MA 02110 |
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| Chief Admin Officer & SVP |
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Signatures
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/s/ Conor Kilroy, Attorney-in-Fact | | 2/25/2020 |
**Signature of Reporting Person | Date |
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