0001209191-19-023427.txt : 20190403 0001209191-19-023427.hdr.sgml : 20190403 20190403180843 ACCESSION NUMBER: 0001209191-19-023427 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190401 FILED AS OF DATE: 20190403 DATE AS OF CHANGE: 20190403 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hecht Peter M CENTRAL INDEX KEY: 0001478485 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 19730453 MAIL ADDRESS: STREET 1: C/O CYCLERION THERAPEUTICS, INC. STREET 2: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-01 1 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0001478485 Hecht Peter M C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE MA 02142 1 1 0 0 Chief Executive Officer Employee Stock Option (Right to Buy) 4.88 2019-04-01 4 D 0 20000 D 2019-07-28 Class A Common Stock 20000 20000 D Employee Stock Option (Right to Buy) 9.89 2019-04-01 4 D 0 44020 D 2021-02-01 Class A Common Stock 44020 130980 D Employee Stock Option (Right to Buy) 13.11 2019-04-01 4 D 0 7533 D 2022-02-01 Class A Common Stock 7533 292467 D Employee Stock Option (Right to Buy) 11.65 2019-04-01 4 D 0 7645 D 2023-02-01 Class A Common Stock 7645 367355 D Employee Stock Option (Right to Buy) 12.56 2019-04-01 4 D 0 6771 D 2024-03-03 Class A Common Stock 6771 318229 D Employee Stock Option (Right to Buy) 9.12 2019-04-01 4 D 0 166875 D 2026-03-01 Class A Common Stock 166875 723125 D Employee Stock Option (Right to Buy) 14.93 2019-04-01 4 D 0 332500 D 2027-02-27 Class A Common Stock 332500 427500 D Employee Stock Option (Right to Buy) 12.95 2019-04-01 4 D 0 398750 D 2028-02-21 Class A Common Stock 398750 181250 D Employee Stock Option (Right to Buy) 11.49 2019-04-01 4 D 0 937500 D 2029-01-29 Class A Common Stock 937500 62500 D Employee Stock Option (Right to Buy) 10.02 2020-02-02 Class A Common Stock 125000 125000 D Employee Stock Option (Right to Buy) 13.91 2025-03-16 Class A Common Stock 565000 565000 D Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the separation (the "Separation") of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals, Inc. ("Ironwood"). In connection with the Separation, the unvested portion of the Ironwood option award was replaced with an option to purchase shares of Cyclerion Common Stock. The exercise price of the vested portion of the Ironwood option award has been adjusted, and the reporting person received additional options to purchase shares of Cyclerion Common Stock, to preserve the pre-Separation intrinsic value of the vested portion of the Ironwood option award. The remaining 20,000 shares are presently exercisable in full. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 44,020 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 130,980 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award. This option, granted as an annual performance award, is presently exercisable in full. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 7,533 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 292,467 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 7,645 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 367,355 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award. Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 6,771 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 318,229 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award. The remaining 723,125 shares are presently exercisable in full. The remaining 427,500 shares are presently exercisable in full. The remaining 181,250 shares are presently exercisable in full. The remaining 62,500 shares are presently exercisable in full. 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. /s/ Conor Kilroy, Attorney-in-Fact 2019-04-03