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Filing Details

Accession Number:: 0001209191-16-107962
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-03-11 18:19:52
Reporting Period:: 2016-03-09

Filing Date:: 2016-03-11
Accepted Time:: 2016-03-11 18:19:52
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
1478485	M Peter Hecht	C/O Ironwood Pharmaceuticals, Inc. 301 Binney Street Cambridge MA 02142	Chief Executive Officer	Yes	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	2016-03-09	220,790	$1.56	4,710,322	No	4	M	Direct
Class B Common Stock	Disposition	2016-03-09	40,000	$10.87	4,670,322	No	4	S	Direct
Class B Common Stock	Acquisiton	2016-03-10	40,000	$1.56	4,710,322	No	4	M	Direct
Class B Common Stock	Disposition	2016-03-10	40,000	$10.63	4,670,322	No	4	S	Direct
Class B Common Stock	Acquisiton	2016-03-11	40,000	$1.56	4,710,322	No	4	M	Direct
Class B Common Stock	Disposition	2016-03-11	40,000	$10.66	4,670,322	No	4	S	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	S	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	2016-03-09	220,790	$1.56	220,790	$1.56
Class B Common Stock	Employee Stock Option (Right to Buy)	Disposition	2016-03-10	40,000	$1.56	40,000	$1.56
Class B Common Stock	Employee Stock Option (Right to Buy	Disposition	2016-03-11	40,000	$1.56	40,000	$1.56

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
80,000	2016-03-14	No	4	M	Direct
40,000	2016-03-14	No	4	M	Direct
0	2016-03-14	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	4,850	Indirect	The 2000 Trust for Malcolm Paul Hecht
Class A Common Stock	4,850	Indirect	The 2000 Trust for Zoe Niovi Hecht
Class A Common Stock	4,850	Indirect	The 2000 Trust for Alexis Mae Hecht

Footnotes

This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and was made to cover the tax liabilities arising out of the exercise of stock options of the issuer reported on this form. 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 $10.68 to $11.29, 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 $10.46 to $11.06, 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 $10.50 to $10.83, 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.
These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
The option vests upon the earlier of (i) the issuer's achievement of certain regulatory, commercial and market capitaliztion 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 400,000 and 300,000 shares of Class B Common Stock, respectively. The remainder of the option vested on January 1, 2016.