SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

WALSH CHRISTOPHER T PHD

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

320 BENT STREET

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2010

3. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	261,026	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽¹⁾	05/02/2010	Class B Common Stock	6,000	$0.1	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/12/2011	Class B Common Stock	6,000	$0.31	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/11/2012	Class B Common Stock	6,000	$0.31	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	07/15/2013	Class B Common Stock	10,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	07/15/2013	Class B Common Stock	15,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	07/22/2014	Class B Common Stock	10,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	07/22/2014	Class B Common Stock	10,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	07/24/2016	Class B Common Stock	10,000	$1.56	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	01/31/2018	Class B Common Stock	10,000	$3.76	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	04/29/2018	Class B Common Stock	10,000	$4.33	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	02/11/2019	Class B Common Stock	10,000	$4.89	D

Explanation of Responses:

1. The option vested as to 25% of the shares of Class B Common Stock on each of April 30, 2000, July 31, 2000, October 31, 2000, and January 31, 2001.

2. The option vested as to 25% of the shares of Class B Common Stock on the three-month anniversary of February 1, 2001 and as to an additional 25% of the original number of shares of Class B Common Stock at the end of each successive full three month period thereafter. The option was fully vested as of February 1, 2002.

3. The option vested as to 25% of the shares of Class B Common Stock on the three-month anniversary of February 1, 2002 and as to an additional 25% of the original number of shares of Class B Common Stock at the end of each successive full three month period thereafter. The option was fully vested as of February 1, 2003.

4. The option vested in equal monthly installments over a twelve month period commencing June 1, 2003. The option was fully vested as of June 1, 2004.

5. The option vested in equal monthly installments over a twelve month period commencing July 15, 2003. The option was fully vested as of July 15, 2004.

6. The option vested as to 834 shares of Class B Common Stock on June 1, 2003, and as to an additional 833 shares of Class B Common Stock at the end of each successive one-month period. The option was fully vested as of June 1, 2004.

7. The option vested as to 834 shares of Class B Common Stock on June 1, 2004, and as to an additional 833 shares of Class B Common Stock at the end of each successive one-month period. The option was fully vested as of June 1, 2005.

8. The option vested in equal monthly installments over a twelve month period commencing on July 1, 2006. The option was fully vested as of July 1, 2007.

9. The option was fully vested as of January 1, 2008.

10. The option vested in equal monthly installments over a twelve month period commencing on January 1, 2008. The option was fully vested as of January 1, 2009.

11. The option was fully vested as of February 12, 2009.

Remarks:

Exhibit 24 - Power of Attorney

	/s/Halley Gilbert, Attorney-in-Fact	02/02/2010
	** 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 5 (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.
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