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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $ 10.97 (3) | 04/01/2019 | A | 21,203 (3) | (4) | 01/09/2029 | Class A Common Stock | 21,203 | (3) | 192,729 | D | ||||
Employee Stock Option (Right to Buy) | $ 14.02 | 04/01/2019 | A | 423,049 | (5) | 04/01/2029 | Class A Common Stock | 423,049 | $ 0 | 423,049 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mallon Mark C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA 02142 |
X | Chief Executive Officer |
/s/ Conor Kilroy, Attorney-in-Fact | 04/03/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | In connection with the separation (the "Separation") of Cyclerion Therapeutics, Inc. from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received 11,500 restricted stock units as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock units are subject to vesting conditions consistent with the terms of the existing Ironwood restricted stock units held by the reporting person prior to the Separation. |
(2) | The restricted stock unit award, granted as a new hire award to the new Chief Executive Officer, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof. |
(3) | Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the number of shares subject to this option and the exercise price have been adjusted to preserve the pre-Separation intrinsic value of the existing Ironwood option award. |
(4) | The option, granted as a new hire award, vests as to 25% of the shares of Class A Common Stock on the first anniversary of January 4, 2019 and 1/48th of the shares of Class A Common Stock vest each month thereafter for the next 36 months. |
(5) | The option, granted as a new Chief Executive Officer award, vests as to 25% of the shares of Class A Common Stock on the first anniversary of January 4, 2019 and 1/48th of the shares of Class A Common Stock vest each month thereafter for the next 36 months. |