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Filing Details

Accession Number:
0001209191-13-032699
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-06-18 16:30:25
Reporting Period:
2013-06-14
Filing Date:
2013-06-18
Accepted Time:
2013-06-18 16:30:25
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1446847 Ironwood Pharmaceuticals Inc IRWD Pharmaceutical Preparations (2834) 043404176
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1478521 J Michael Higgins C/o Ironwood Pharmaceuticals, Inc.
301 Binney Street
Cambridge MA 02142
Chief Operating Officer No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class B Common Stock Acquisiton 2013-06-14 144,100 $0.60 385,766 No 4 M Direct
Class B Common Stock Disposition 2013-06-14 144,100 $11.74 241,666 No 4 S Direct
Class B Common Stock Acquisiton 2013-06-17 30,900 $0.60 272,566 No 4 M Direct
Class B Common Stock Disposition 2013-06-17 5,900 $11.84 266,666 No 4 S Direct
Class B Common Stock Acquisiton 2013-06-17 33,334 $0.60 300,000 No 4 M Direct
Class A Common Stock Acquisiton 2013-06-17 50,000 $0.60 50,000 No 4 M Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 S Direct
No 4 M Direct
No 4 S Direct
No 4 M Direct
No 4 M Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock Employee Stock Option (Right to Buy) Disposition 2013-06-14 144,100 $0.00 144,100 $0.60
Class B Common Stock Employee Stock Option (Right to Buy) Disposition 2013-06-17 80,900 $0.00 80,900 $0.60
Class B Common Stock Employee Stock Option (Right to Buy) Disposition 2013-06-17 33,334 $0.00 33,334 $0.60
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
80,900 2013-07-15 No 4 M Direct
0 2013-07-15 No 4 M Direct
0 2013-07-15 No 4 M Direct
Footnotes
  1. Sales of a total of 150,000 shares of Class A Common Stock, as reported on this form, were executed to provide funds to cover the exercise price and associated federal and state taxes required to exercise 258,334 non-qualified stock options granted on July 15, 2003, which were scheduled to expire on July 15, 2013.
  2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. 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.
  3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.55 to $11.96, 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.
  4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.78 to $11.91, 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.
  5. The reporting person immediately converted 50,000 shares of Class B Common Stock acquired upon exercise of the stock option into 50,000 shares of Class A Common Stock. The Class B Common Stock is convertible into Class A Common Stock at any time on a one-for-one basis, in accordance with the issuer's certificate of incorporation.
  6. The option vested as to 25% of the shares of Class B Common Stock on the first anniversary of May 5, 2003 and 1/48th of the shares of Class B Common Stock vested each month thereafter for the next 36 months. The option was fully vested as of May 5, 2007.
  7. The option vested in installments upon the issuer's achievement of certain market capitalization, financing and clinical milestones. The milestones were met, and the option was fully vested as of December 31, 2006.