Edgar Filing: Gilbert Halley E

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Gilbert Halley E

2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [IRWD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Admin Officer & SVP

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019

(Street)

CAMBRIDGE, MA 02142

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/01/2019		A		17,165	A	⁽¹⁾	242,295	D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 9.12 ⁽²⁾

04/01/2019

1,506 ⁽²⁾

⁽³⁾

03/01/2026

Class A Common Stock

1,506

⁽²⁾

66,506

Employee Stock Option (Right to Buy)

$ 14.93 ⁽²⁾

04/01/2019

4,326 ⁽²⁾

⁽⁴⁾

02/27/2027

Class A Common Stock

4,326

⁽²⁾

84,326

Employee Stock Option (Right to Buy)

$ 12.95 ⁽²⁾

04/01/2019

5,949 ⁽²⁾

⁽⁵⁾

02/21/2028

Class A Common Stock

5,949

⁽²⁾

75,949

Employee Stock Option (Right to Buy)

$ 11.49 ⁽²⁾

04/01/2019

16,804 ⁽²⁾

⁽⁶⁾

01/29/2029

Class A Common Stock

16,804

⁽²⁾

161,804

Employee Stock Option (Right to Buy)

$ 4.88 ⁽²⁾

04/01/2019

2,472 ⁽²⁾

⁽⁷⁾

07/28/2019

Class A Common Stock

2,472

⁽²⁾

42,472

Employee Stock Option (Right to Buy)

$ 10.02 ⁽⁸⁾

⁽⁹⁾

02/02/2020

Class A Common Stock

60,000

Employee Stock Option (Right to Buy)

$ 9.89 ⁽⁸⁾

⁽⁹⁾

02/01/2021

Class A Common Stock

60,000

Employee Stock Option (Right to Buy)

$ 10.53 ⁽⁸⁾

⁽⁹⁾

12/12/2021

Class A Common Stock

30,000

Employee Stock Option (Right to Buy)

$ 13.11 ⁽⁸⁾

⁽⁹⁾

02/01/2022

Class A Common Stock

45,000

Employee Stock Option (Right to Buy)

$ 11.65 ⁽⁸⁾

⁽⁹⁾

02/01/2023

Class A Common Stock

30,000

Employee Stock Option (Right to Buy)

$ 10.25 ⁽⁸⁾

⁽⁹⁾

12/02/2023

Class A Common Stock

25,000

Employee Stock Option (Right to Buy)

$ 12.56 ⁽⁸⁾

⁽⁹⁾

03/03/2024

Class A Common Stock

65,000

Employee Stock Option (Right to Buy)

$ 13.91 ⁽⁸⁾

⁽⁹⁾

03/16/2025

Class A Common Stock

57,500

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Gilbert Halley E C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA 02142			Chief Admin Officer & SVP

Signatures

/s/ Conor Kilroy, Attorney-in-Fact		04/03/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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 17,165 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.
(2)	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.
(3)	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.
(4)	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.
(5)	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.
(6)	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.
(7)	The option has vested as to 20,000 shares as of the date hereof. The remaining shares will vest upon the issuer's achievement of a certain milestone.
(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 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.
(9)	This option, granted as an annual performance award, is presently exercisable in full.

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