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*
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)
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 221,736 A $0.00 221,736(1) 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) $12.24(2) 04/01/2019 A 53,083 (3) 02/01/2021 Common Stock 53,083 $0.00 53,083(4) D
Employee Stock Option (Right to Buy) $16.21 04/01/2019 A 36,088 (3) 02/01/2022 Common Stock 36,088 $0.00 36,088(4) D
Employee Stock Option (Right to Buy) $14.4 04/01/2019 A 43,679 (3) 02/01/2023 Common Stock 43,679 $0.00 43,679(4) D
Employee Stock Option (Right to Buy) $15.54 04/01/2019 A 37,972 (3) 03/03/2024 Common Stock 37,972 $0.00 37,972(4) D
Employee Stock Option (Right to Buy) $11.28 04/01/2019 A 223,893 (5) 03/01/2026 Common Stock 223,893 $0.00 223,893(4) D
Employee Stock Option (Right to Buy) $18.47(2) 04/01/2019 A 344,777 (6) 02/27/2027 Common Stock 344,777 $0.00 344,777(4) D
Employee Stock Option (Right to Buy) $16.02 04/01/2019 A 380,330 (7) 02/21/2028 Common Stock 380,330 $0.00 380,330(4) D
Employee Stock Option (Right to Buy) $14.21(2) 04/01/2019 A 857,830 (8) 01/29/2029 Common Stock 857,830 $0.00 857,830(4) D
Explanation of Responses:
1. This report has been amended to reflect the number of shares received in a pro rata distribution by Ironwood Pharmaceuticals, Inc. ("Ironwood") as a result of the spin-off of the Issuer from Ironwood, effective on April 1, 2019 (the "Separation").
2. 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.
3. This option, granted as an annual performance award, is presently exercisable in full.
4. 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.
5. 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.
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, 2017.
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, 2018.
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, 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.
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