SEC FORM 4/A 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
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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*
Huyett William

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
04/03/2019
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 38,320(1) A $0.00 38,320(2) D
Common Stock 04/01/2019 A 39,172(3) A $0.00 78,898(4) D
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) $16.82(5) 04/01/2019 A 221,312 (6) 01/02/2028 Common Stock 221,312 $0.00 221,312(2) D
Employee Stock Option (Right to Buy) $14.21(5) 04/01/2019 A 221,964 (7) 01/29/2029 Common Stock 221,964 $0.00 221,964(2) D
Explanation of Responses:
1. In connection with the separation of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals Inc. ("Ironwood") effective April 1, 2019 (the "Separation"), the reporting person received a grant of 38,320 restricted stock units, each representing the right to receive a share of Cyclerion common stock, as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of common stock on the approximate anniversary of the grant.
2. This report has been amended to reflect the number of options that were assumed by the Issuer under its applicable mirror equity plan as a result of the Separation.
3. In connection with the Separation, the reporting person received a grant of 39,172 restricted stock units, each representing the right to receive a share of Cyclerion common stock, as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of common stock on the approximate anniversary of the grant.
4. This report has been amended to reflect the number of shares received in a pro rata distribution as a result of the Separation.
5. This report has been amended to correct the exercise price of the stock options that were originally issued by Ironwood in connection with the Separation.
6. The option, granted as a new hire award, vested as to 25% of the shares of common stock on December 15, 2018, and 2.08333% of the shares of common stock vest each month thereafter for the next 36 months.
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, 2019.
Remarks:
/s/ Larry Miller, Attorney-in-Fact 09/20/2019
** 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).
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