X0306
4
2019-04-01
0
0001446847
IRONWOOD PHARMACEUTICALS INC
IRWD
0001763533
Mallon Mark
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE
MA
02142
1
1
0
0
Chief Executive Officer
Class A Common Stock
2019-04-01
4
A
0
11500
A
104536
D
Class A Common Stock
2019-04-01
4
A
0
206873
0.00
A
311409
D
Employee Stock Option (Right to Buy)
10.97
2019-04-01
4
A
0
21203
A
2029-01-09
Class A Common Stock
21203
192729
D
Employee Stock Option (Right to Buy)
14.02
2019-04-01
4
A
0
423049
0.00
A
2029-04-01
Class A Common Stock
423049
423049
D
In connection with the separation (the "Separation") of Cyclerion Therapeutics, Inc. from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received 11,500 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.
The restricted stock unit award, granted as a new hire award to the new Chief Executive Officer, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.
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 to preserve the pre-Separation intrinsic value of the existing Ironwood option award.
The option, granted as a new hire award, vests as to 25% of the shares of Class A Common Stock on the first anniversary of January 4, 2019 and 1/48th of the shares of Class A Common Stock vest each month thereafter for the next 36 months.
The option, granted as a new Chief Executive Officer award, vests as to 25% of the shares of Class A Common Stock on the first anniversary of January 4, 2019 and 1/48th of the shares of Class A Common Stock vest each month thereafter for the next 36 months.
/s/ Conor Kilroy, Attorney-in-Fact
2019-04-03