Form Type: 4

SEC EDGAR Link
Accession Number:0001209191-14-071540
Date:2014-11-24
Issuer: IRONWOOD PHARMACEUTICALS INC (IRWD)
Original Submission Date:

Reporting Person:

HIGGINS MICHAEL J
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET CAMBRIDGE, MA 02142

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS B COMMON STOCK 2014-11-24 M 70,898 a $1.56 370,898 direct
CLASS B COMMON STOCK 2014-11-24 S 70,898 d $13.75 300,000 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 1.56 2014-11-24 deemed execution date M 70,898 (d) 2016-03-14 class b common stock 70,898 $1.56 129,102 direct
Footnotes
IDfootnote
f1 in order to effect the sale, these shares of class b common stock were converted into shares of class a common stock in accordance with the issuer's certificate of incorporation.
f2 the price reported is a weighted average price. these shares were sold in multiple transactions at prices ranging from $13.64 to $13.97, inclusive. the reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
f3 the option vests upon the earlier of (i) the issuer's achievement of certain regulatory and commercial milestones and (ii) january 1, 2016. upon achievement of a regulatory milestone on october 24, 2011 and a commercial milestone on december 21, 2012, the option vested as to 100,000 and 50,000 shares, respectively.
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