SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hecht Peter M

(Last) (First) (Middle)
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2019
4. If Amendment, Date of 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
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 01/23/2019 M 30,000 A $4.89 4,726,917 D
Class A Common Stock 01/23/2019 S(1) 30,000 D $12.66(2) 4,696,917 D
Class A Common Stock 01/24/2019 M 30,000 A $4.89 4,726,917 D
Class A Common Stock 01/24/2019 S(1) 30,000 D $12.7(3) 4,696,917 D
Class A Common Stock 01/25/2019 M 29,551 A $4.89 4,726,468 D
Class A Common Stock 01/25/2019 S(1) 29,551 D $12.23(4) 4,696,917 D
Class A Common Stock 01/25/2019 M 20,449 A $4.89 4,717,366 D
Class A Common Stock 4,850 I The 2000 Trust for Alexis Mae Hecht(5)
Class A Common Stock 4,850 I The 2000 Trust for Malcolm Paul Hecht(5)
Class A Common Stock 4,850 I The 2000 Trust for Zoe Niovi Hecht(5)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $4.89 01/23/2019 M 30,000 (6) 02/11/2019 Class A Common Stock 30,000 $0.00 80,000 D
Employee Stock Option (Right to Buy) $4.89 01/24/2019 M 30,000 (6) 02/11/2019 Class A Common Stock 30,000 $0.00 50,000 D
Employee Stock Option (Right to Buy) $4.89 01/25/2019 M 29,551 (6) 02/11/2019 Class A Common Stock 29,551 $0.00 20,449 D
Employee Stock Option (Right to Buy) $4.89 01/25/2019 M 20,449 (6) 02/11/2019 Class A Common Stock 20,449 $0.00 0 D
Explanation of Responses:
1. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person and to cover the tax liabilities arising out of the exercises of stock options of the issuer reported on this form, as well as prior exercises in which the reporting person paid the exercise price and held the underlying shares at the time of exercise.
2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.40 to $12.91, 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.
3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.39 to $13.12, 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 $12.00 to $12.58, 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. 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.
6. The option vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2009 for the first 36 months, and as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter. The option was fully vested as of January 1, 2013.
Remarks:
/s/ Conor Kilroy, Attorney-in-Fact 01/25/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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