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