IRONWOOD PHARMACEUTICALS INC
For the period ended Dec 31, 2023. Filed Feb 16, 2024.
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FY2023 · Filed Feb 16, 2024
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Item 9B. Other Information
During the quarter ended December 31, 2023, the following directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, for the purchase or sale of our securities, the material terms of which are set forth in the table below.
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement(1) | Aggregate Number of Securities |
|---|---|---|---|---|---|
| Ronald Silver (Corporate Controller) | Adoption (December 15, 2023) | Rule 10b5-1trading arrangement | Sale | December 15, 2025 | Indeterminable(2) |
| (1) | The dates in this column represent the scheduled expiration date of each director or officer’s Rule 10b5-1 trading arrangement. Each Rule 10b5-1 trading arrangement may terminate earlier than the date provided should all transactions contemplated thereunder occur prior to such date. |
| (2) | Mr. Silver’s Rule 10b5-1 trading arrangement provides for the (i) sale of 40,873 shares of common stock; (ii) sale of an indeterminable number of shares of common stock that Mr. Silver may purchase under the Company’s ESPP; and (iii) sale of an indeterminable number of shares of common stock. The number of shares in clause (iii) subject to RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied and the market price of the Company’s common stock at the time of settlement. This trading arrangement, which applies to RSUs vesting, is based on the passage of time provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. |
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