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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 5.48 (3) | 04/01/2019 | D | 20,000 (3) | (3) | 07/28/2019 | Class A Common Stock | 20,000 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 11.11 (3) | 04/01/2019 | D | 41,041 (3) | (3) | 02/01/2021 | Class A Common Stock | 41,041 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 15.62 (3) | 04/01/2019 | D | 25,000 (3) | (3) | 03/16/2025 | Class A Common Stock | 25,000 | (3) | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 13.11 (4) | 04/01/2019 | D | 8,029 (4) | (5) | 02/01/2022 | Class A Common Stock | 8,029 | (4) | 101,971 | D | ||||
Employee Stock Option (Right to Buy) | $ 11.65 (6) | 04/01/2019 | D | 9,617 (6) | (5) | 02/01/2023 | Class A Common Stock | 9,617 | (6) | 190,383 | D | ||||
Employee Stock Option (Right to Buy) | $ 12.56 (7) | 04/01/2019 | D | 1,771 (7) | (5) | 03/03/2024 | Class A Common Stock | 1,771 | (7) | 83,229 | D | ||||
Employee Stock Option (Right to Buy) | $ 9.12 (8) | 04/01/2019 | D | 44,063 (8) | (9) | 03/01/2026 | Class A Common Stock | 44,063 | (8) | 107,707 | D | ||||
Employee Stock Option (Right to Buy) | $ 14.93 (8) | 04/01/2019 | D | 109,375 (8) | (10) | 02/27/2027 | Class A Common Stock | 109,375 | (8) | 140,625 | D | ||||
Employee Stock Option (Right to Buy) | $ 12.95 (8) | 04/01/2019 | D | 147,813 (8) | (11) | 02/21/2028 | Class A Common Stock | 147,813 | (8) | 67,187 | D | ||||
Employee Stock Option (Right to Buy) | $ 11.49 (8) | 04/01/2019 | D | 562,500 (8) | (12) | 01/29/2029 | Class A Common Stock | 562,500 | (8) | 37,500 | D | ||||
Employee Stock Option (Right to Buy) | $ 10.02 (13) | (5) | 02/02/2020 | Class A Common Stock | 8,888 | 8,888 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 13.91 (13) | (5) | 03/16/2025 | Class A Common Stock | 131,250 | 131,250 | D | ||||||||
Employee Stock Option (Right to Buy) | $ 13.91 (13) | (14) | 03/16/2025 | Class A Common Stock | 25,000 | 25,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Currie Mark G C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA 02142 |
X |
/s/ Conor Kilroy, Attorney-in-Fact | 04/03/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | In connection with the separation (the "Separation"), of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received 1,483 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 award vests as shares of Class A Common Stock on May 9, 2019. |
(2) | Issued pursuant to the Director Compensation Plan, effective as of January 2014. |
(3) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the Ironwood option award was replaced with an option to purchase shares of Cyclerion Common Stock. |
(4) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 8,029 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 101,971 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. |
(5) | This option, granted as an annual performance award, is presently exercisable in full. |
(6) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 9,617 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 190,383 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. |
(7) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 1,771 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 83,229 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. |
(8) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. 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. |
(9) | 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. |
(10) | 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. |
(11) | 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. |
(12) | 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. |
(13) | 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. |
(14) | This milestone-based option is presently exercisable in full. |