0001209191-13-051400.txt : 20131108 0001209191-13-051400.hdr.sgml : 20131108 20131108162504 ACCESSION NUMBER: 0001209191-13-051400 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131107 FILED AS OF DATE: 20131108 DATE AS OF CHANGE: 20131108 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCGUIRE TERRANCE CENTRAL INDEX KEY: 0001117003 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 131205045 MAIL ADDRESS: STREET 1: C/O POLARIS VENTURE PARTNERS LP STREET 2: 1000 WINTER STREET, SUITE 3350 CITY: WALTHAM STATE: MA ZIP: 02154 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-11-07 0 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0001117003 MCGUIRE TERRANCE C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET CAMBRIDGE MA 02142 1 0 0 0 Class A Common Stock 2013-11-06 5 J 0 E 186 0.00 A 2915 D Class A Common Stock 2013-11-06 5 J 0 E 106 0.00 A 1626 I By Polaris Venture Management Co. II, L.L.C. Class B Common Stock 2013-11-07 4 S 0 57 9.11 D 0 I By Polaris Venture Partners Founders' Fund II, L.P. Class B Common Stock 2013-11-07 4 S 0 2026 9.11 D 0 I By Polaris Venture Partners II, L.P. Class B Common Stock 40000 I By Bartlett Partners, LLC Distributed pro rata to the partners of Polaris Venture Partners Founders' Fund II, L.P. without additional consideration in accordance with the partnership agreement of Polaris Venture Partners Founders' Fund II, L.P. In order to effect the distribution, shares of Class B Common Stock were converted into shares of Class A Common Stock in accordance with the issuer's certificate of incorporation. The reporting person is a managing member of Polaris Venture Management Co. II, L.L.C., the beneficial owner of the securities. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. In prior reports, the reporting person reported indirect beneficial ownership of 10,455 shares of Class B Common Stock held by Polaris Venture Partners Founders' Fund II, L.P. On November 6, 2013, Polaris Venture Partners Founders' Fund II, L.P. distributed 10,398 shares to its partners without additional consideration in accordance with its partnership agreement. Also, as reported on this form, Polaris Venture Partners Founders' Fund II, L.P. sold 57 shares on November 7, 2013. In order to effect the distribution and sale, shares of Class B Common Stock were converted into shares of Class A Common Stock in accordance with the issuer's certificate of incorporation. The reporting person is a managing member of the general partner of Polaris Venture Partners Founders' Fund II, L.P., the beneficial owner of the securities. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. In prior reports, the reporting person reported indirect beneficial ownership of 465,178 shares of Class B Common Stock held by Polaris Venture Partners II, L.P. On November 6, 2013, Polaris Venture Partners II, L.P. distributed 463,152 shares to its partners without additional consideration in accordance with its partnership agreement. Also, as reported on this form, Polaris Venture Partners II, L.P. sold 2,026 shares on November 7, 2013. In order to effect the distribution and sale, shares of Class B Common Stock were converted into shares of Class A Common Stock in accordance with the issuer's certificate of incorporation. The reporting person is a managing member of the general partner of Polaris Venture Partners II, L.P., the beneficial owner of the securities. The reporting person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein. The reporting person is a managing member of Bartlett Partners, LLC, the beneficial owner of the securities. The reporting person disclaims beneficial ownership of the securities, except to the extent of his pecuniary interest therein. /s/ Halley E. Gilbert Attorney-in-Fact 2013-11-08