Andrew Davis - Feb 12, 2024 Form 4 Insider Report for IRONWOOD PHARMACEUTICALS INC (IRWD)

Role
SVP, Chief Business Officer
Signature
/s/ Brian Tessler, Attorney-in-Fact
Stock symbol
IRWD
Transactions as of
Feb 12, 2024
Transactions value $
-$150,053
Form type
4
Date filed
2/14/2024, 08:42 PM
Previous filing
Nov 22, 2023
Next filing
Mar 12, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction IRWD Class A Common Stock Sale -$150K -9.85K -4.51% $15.24 208K Feb 12, 2024 Direct F1, F2, F3
transaction IRWD Class A Common Stock Award $0 +65.3K +31.35% $0.00 274K Feb 12, 2024 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction IRWD Performance-based Restricted Stock Unit Award $0 +32.7K $0.00 32.7K Feb 12, 2024 Class A Common Stock 32.7K Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The sale reported on this Form 4 represents shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the Reporting Person.
F2 The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $14.85 to $15.53, 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.
F3 The reporting person acquired 796 shares of Class A Common Stock under the issuer's employee stock purchase plan on December 31, 2023.
F4 The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.
F5 Each performance-based restricted stock unit (PSU) represents a contingent right to receive shares of the Issuer's Class A Common Stock upon vesting such award. The PSUs vest upon the Issuer's Class A Common Stock achieving a specified price per share.