Edgar Filing: Currie Mark G

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Currie Mark G

2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [IRWD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Scientific Officer

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/22/2018

(Street)

CAMBRIDGE, MA 02142

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	08/22/2018		M		16,666	A	$ 4.89	791,666	D
Class B Common Stock	08/22/2018		M		41,667	A	$ 4.89	833,333	D
Class B Common Stock	08/22/2018		M		6,667	A	$ 5.48	840,000	D
Class B Common Stock	08/22/2018		S⁽¹⁾		65,000	D	$ 18.51 ⁽²⁾	775,000	D
Class B Common Stock	08/23/2018		M		16,667	A	$ 4.89	791,667	D
Class B Common Stock	08/23/2018		M		41,666	A	$ 4.89	833,333	D
Class B Common Stock	08/23/2018		M		6,667	A	$ 5.48	840,000	D
Class B Common Stock	08/23/2018		S⁽¹⁾		65,000	D	$ 18.39 ⁽³⁾	775,000	D
Class A Common Stock								30,124	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 4.89

08/22/2018

16,666

⁽⁴⁾

02/11/2019

Class B Common Stock

16,666

$ 0

33,334

Employee Stock Option (Right to Buy)

$ 4.89

08/22/2018

41,667

⁽⁵⁾

02/11/2019

Class B Common Stock

41,667

$ 0

83,333

Employee Stock Option (Right to Buy)

$ 5.48

08/22/2018

6,667

⁽⁶⁾

07/28/2019

Class B Common Stock

6,667

$ 0

33,333

Employee Stock Option (Right to Buy)

$ 4.89

08/23/2018

16,667

⁽⁴⁾

02/11/2019

Class B Common Stock

16,667

$ 0

16,667

Employee Stock Option (Right to Buy)

$ 4.89

08/23/2018

41,666

⁽⁵⁾

02/11/2019

Class B Common Stock

41,666

$ 0

41,667

Employee Stock Option (Right to Buy)

$ 5.48

08/23/2018

6,667

⁽⁶⁾

07/28/2019

Class B Common Stock

6,667

$ 0

26,666

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Currie Mark G C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE, MA 02142			Chief Scientific Officer

Signatures

/s/ Conor Kilroy, Attorney-in-Fact		08/24/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	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.
(2)	The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.18 to $18.66, 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 $18.18 to $18.63, 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 option was fully vested as of its grant date of February 12, 2009.
(5)	The option vested as to 1.25% of the shares of Class B 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 B Common Stock on each monthly anniversary thereafter. The option was fully vested as of January 1, 2013.
(6)	The option vests in two equal installments based on the issuer's achievement of certain regulatory and commercial milestones. Upon achievement of a regulatory milestone, the option vested as to 20,000 shares of Class B Common Stock on January 4, 2017.

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