SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCCOURT Thomas A

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2019		A		5,133	A	⁽¹⁾	88,442	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$9.12⁽²⁾	04/01/2019		A		4,056⁽²⁾		⁽³⁾	03/01/2026	Class A Common Stock	4,056	⁽²⁾	179,056	D
Employee Stock Option (Right to Buy)	$14.93⁽²⁾	04/01/2019		A		8,518⁽²⁾		⁽⁴⁾	02/27/2027	Class A Common Stock	8,518	⁽²⁾	166,018	D
Employee Stock Option (Right to Buy)	$12.95⁽²⁾	04/01/2019		A		11,154⁽²⁾		⁽⁵⁾	02/21/2028	Class A Common Stock	11,154	⁽²⁾	142,404	D
Employee Stock Option (Right to Buy)	$11.49⁽²⁾	04/01/2019		A		39,982⁽²⁾		⁽⁶⁾	01/29/2029	Class A Common Stock	39,982	⁽²⁾	384,982	D
Employee Stock Option (Right to Buy)	$4.88⁽²⁾	04/01/2019		A		4,944⁽²⁾		⁽⁷⁾	09/07/2019	Class A Common Stock	4,944	⁽²⁾	134,944	D
Employee Stock Option (Right to Buy)	$9.89⁽²⁾	04/01/2019		A		4,988⁽²⁾		⁽⁸⁾	02/01/2021	Class A Common Stock	4,988	⁽²⁾	99,988	D
Employee Stock Option (Right to Buy)	$13.11⁽²⁾	04/01/2019		A		971⁽²⁾		⁽⁸⁾	02/01/2022	Class A Common Stock	971	⁽²⁾	95,971	D
Employee Stock Option (Right to Buy)	$11.65⁽²⁾	04/01/2019		A		962⁽²⁾		⁽⁸⁾	02/01/2023	Class A Common Stock	962	⁽²⁾	110,962	D
Employee Stock Option (Right to Buy)	$12.56⁽²⁾	04/01/2019		A		504⁽²⁾		⁽⁸⁾	03/03/2024	Class A Common Stock	504	⁽²⁾	80,504	D
Employee Stock Option (Right to Buy)	$4.88⁽⁹⁾							⁽⁸⁾	09/07/2019	Class A Common Stock	130,000		130,000	D
Employee Stock Option (Right to Buy)	$10.02⁽⁹⁾							⁽⁸⁾	02/02/2020	Class A Common Stock	20,000		20,000	D
Employee Stock Option (Right to Buy)	$13.91⁽⁹⁾							⁽⁸⁾	03/16/2025	Class A Common Stock	97,500		97,500	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.

Remarks:

	/s/ Conor Kilroy, Attorney-in-Fact	04/03/2019
	** 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).
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