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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

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
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
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

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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	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

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.
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.
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.
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.
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.
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.
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.