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