0001209191-19-023433.txt : 20190403 0001209191-19-023433.hdr.sgml : 20190403 20190403181506 ACCESSION NUMBER: 0001209191-19-023433 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: MCCOURT Thomas A CENTRAL INDEX KEY: 0001478448 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 19730492 MAIL ADDRESS: STREET 1: C/O IRONWOOD PHARMACEUTICALS INC STREET 2: 320 BENT STREET CITY: CAMBRIDGE STATE: MA ZIP: 02141 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 0 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0001478448 MCCOURT Thomas A C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE MA 02142 0 1 0 0 President Class A Common Stock 2019-04-01 4 A 0 5133 A 88442 D Employee Stock Option (Right to Buy) 9.12 2019-04-01 4 A 0 4056 A 2026-03-01 Class A Common Stock 4056 179056 D Employee Stock Option (Right to Buy) 14.93 2019-04-01 4 A 0 8518 A 2027-02-27 Class A Common Stock 8518 166018 D Employee Stock Option (Right to Buy) 12.95 2019-04-01 4 A 0 11154 A 2028-02-21 Class A Common Stock 11154 142404 D Employee Stock Option (Right to Buy) 11.49 2019-04-01 4 A 0 39982 A 2029-01-29 Class A Common Stock 39982 384982 D Employee Stock Option (Right to Buy) 4.88 2019-04-01 4 A 0 4944 A 2019-09-07 Class A Common Stock 4944 134944 D Employee Stock Option (Right to Buy) 9.89 2019-04-01 4 A 0 4988 A 2021-02-01 Class A Common Stock 4988 99988 D Employee Stock Option (Right to Buy) 13.11 2019-04-01 4 A 0 971 A 2022-02-01 Class A Common Stock 971 95971 D Employee Stock Option (Right to Buy) 11.65 2019-04-01 4 A 0 962 A 2023-02-01 Class A Common Stock 962 110962 D Employee Stock Option (Right to Buy) 12.56 2019-04-01 4 A 0 504 A 2024-03-03 Class A Common Stock 504 80504 D Employee Stock Option (Right to Buy) 4.88 2019-09-07 Class A Common Stock 130000 130000 D Employee Stock Option (Right to Buy) 10.02 2020-02-02 Class A Common Stock 20000 20000 D Employee Stock Option (Right to Buy) 13.91 2025-03-16 Class A Common Stock 97500 97500 D 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. 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. 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. 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. 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. 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 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. 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, 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