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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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 CYCLERION THERAPEUTICS, INC.
301 BINNEY STREET

(Street)
CAMBRIDGE MA 02142

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cyclerion Therapeutics, Inc. [ CYCN ]
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)
04/01/2019
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
Common Stock 04/01/2019 A 223,192(1) A $0.00 223,192 D
Common Stock 04/01/2019 A 485(2) A $0.00 485 I The 2000 Trust for Alexis Mae Hecht(2)
Common Stock 04/01/2019 A 485(2) A $0.00 485 I The 2000 Trust for Malcolm Paul Hecht(2)
Common Stock 04/01/2019 A 485(2) A $0.00 485 I The 2000 Trust for Zoe Niovi Hecht(2)
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) $6.04(3) 04/01/2019 A 2,000 (4) 07/28/2019 Common Stock 2,000 $0.00 2,000 D
Employee Stock Option (Right to Buy) $12.39(3) 04/01/2019 A 12,499 (5) 02/02/2020 Common Stock 12,499 $0.00 12,499 D
Employee Stock Option (Right to Buy) $12.23(3) 04/01/2019 A 53,090 (5) 02/01/2021 Common Stock 53,090 $0.00 53,090 D
Employee Stock Option (Right to Buy) $16.21(3) 04/01/2019 A 36,089 (5) 02/01/2022 Common Stock 36,089 $0.00 36,089 D
Employee Stock Option (Right to Buy) $14.4(3) 04/01/2019 A 43,680 (5) 02/01/2023 Common Stock 43,680 $0.00 43,680 D
Employee Stock Option (Right to Buy) $15.54(3) 04/01/2019 A 37,973 (5) 03/03/2024 Common Stock 37,973 $0.00 37,973 D
Employee Stock Option (Right to Buy) $17.2(3) 04/01/2019 A 56,500 (5) 03/16/2025 Common Stock 56,500 $0.00 56,500 D
Employee Stock Option (Right to Buy) $11.28(3) 04/01/2019 A 223,919 (6) 03/01/2026 Common Stock 223,919 $0.00 223,919 D
Employee Stock Option (Right to Buy) $18.46(3) 04/01/2019 A 344,829 (7) 02/27/2027 Common Stock 344,829 $0.00 344,829 D
Employee Stock Option (Right to Buy) $16.02(3) 04/01/2019 A 380,393 (8) 02/21/2028 Common Stock 380,393 $0.00 380,393 D
Employee Stock Option (Right to Buy) $14.2(3) 04/01/2019 A 857,977 (9) 01/29/2029 Common Stock 857,977 $0.00 857,977 D
Explanation of Responses:
1. In Connection with the separation (the "Separation") of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received Cyclerion shares representing an equitable adjustment of Ironwood shares held by the reporting person prior to the separation.
2. 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.
3. Represents options to purchase shares of Cyclerion common stock granted to the reporting person in connection with the Separation.
4. This option to purchase 20,170 shares vests in installments upon achievement of certain regulatory and commercial milestones. The option has vested as to 2,000 shares as of the date hereof.
5. This option, granted as an annual performance award, is presently exercisable in full.
6. The option, granted as an annual performance award, vests as to 2.08333% of the shares of common stock on each monthly anniversary of January 1, 2016.
7. The option, granted as an annual performance award, vests as to 2.08333% of the shares of common stock on each monthly anniversary of January 1, 2017.
8. The option, granted as an annual performance award, vests as to 2.08333% of the shares of common stock on each monthly anniversary of January 1, 2018.
9. The option, granted as an annual performance award, vests as to 2.08333% of the shares of common stock on each monthly anniversary of January 1, 2019.
Remarks:
/s/ Larry Miller, Attorney-in-Fact 04/03/2019
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.