0001239242-14-000005.txt : 20140116
0001239242-14-000005.hdr.sgml : 20140116
20140116161951
ACCESSION NUMBER: 0001239242-14-000005
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140114
FILED AS OF DATE: 20140116
DATE AS OF CHANGE: 20140116
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: ROBERTS BRYAN E
CENTRAL INDEX KEY: 0001239242
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34620
FILM NUMBER: 14532307
MAIL ADDRESS:
STREET 1: C/O VENROCK ASSOCIATES
STREET 2: 2494 SAND HILL ROAD STE 200
CITY: MENLO PARK
STATE: CA
ZIP: 94025
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2014-01-14
0001446847
IRONWOOD PHARMACEUTICALS INC
IRWD
0001239242
ROBERTS BRYAN E
C/O VENROCK
3340 HILLVIEW AVENUE
PALO ALTO
CA
94304
1
0
0
0
Class A Common Stock
2014-01-14
4
S
0
17817
12.57
D
756383
I
By Funds
Class A Common Stock
2014-01-14
4
S
0
3383
12.57
D
143617
I
By Funds
Class A Common Stock
24575
D
Class A Common Stock
1862497
I
By Funds
Class B Common Stock
36290
I
By Funds
Class A Common Stock
105
I
By LLC
Class B Common Stock
1919704
I
By Funds
Class A Common Stock
88262
I
By Funds
Class A Common Stock
7483
I
By Funds
Class A Common Stock
18910
I
By Funds
Class B Common Stock
40000
I
By LLC
Class A Common Stock
3040
I
By LLC
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Venrock Healthcare Capital Partners, L.P. ("VHCP") and VHCP Co-Investment Holdings, LLC ("VHCP Co-Investment") on October 30, 2013 and modified on November 27, 2013.
VHCP holds an aggregate of 756,383 shares of Class A Common Stock of the Issuer. VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and may be deemed to beneficially own these shares. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts and VHCP Management expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
VHCP Co-Investment holds an aggregate of 143,617 shares of Class A Common Stock of the Issuer. VHCP Management is the manager of VHCP Co-Investment and may be deemed to beneficially own these shares. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts and VHCP Management expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
The reporting person is a member of the Management Company. Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold 9,554 of the reported shares for the sole benefit of the Management Company and must hold or sell these 9,554 shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of these 9,554 shares, and the reporting person may be deemed the indirect beneficial owner of these 9,554 shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of these 9,554 shares except to the extent of his pecuniary interest therein.
Venrock Associates II, L.P. holds an aggregate of 1,862,497 shares of Class A Common Stock of the Issuer. The reporting person is a general partner of Venrock Associates II, L.P. and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Venrock Entrepreneurs Fund, L.P. ("VEF") holds an aggregate of 36,290 shares of Class B Common Stock of the Issuer. Venrock Management, LLC ("VM") is the sole general partner of VEF and may be deemed to beneficially own these shares. Dr. Roberts is a member of VM and may be deemed to beneficially own these shares. Dr. Roberts and VM expressly disclaim beneficial ownership over all shares held by VEF, except to the extent of their indirect pecuniary interests therein.
VM holds an aggregate of 105 shares of Class A Common Stock of the Issuer. Dr. Roberts is a member of VM and may be deemed to beneficially own these shares. Dr. Roberts expressly disclaims beneficial ownership over all shares held by VM, except to the extent of his indirect pecuniary interest therein.
Venrock Associates holds an aggregate of 1,919,704 shares of Class B Common Stock of the Issuer. The reporting person is a general partner of Venrock Associates and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Venrock Associates V, L.P. ("VA5") holds an aggregate of 88,262 shares of Class A Common Stock of the Issuer. Venrock Management V, LLC ("VM5") is the sole general partner of VA5 and may be deemed to beneficially own these shares. Dr. Roberts is a member of VM5 and may be deemed to beneficially own these shares. Dr. Roberts and VM5 expressly disclaim beneficial ownership over all shares held by VA5, except to the extent of their indirect pecuniary interests therein.
Venrock Partners V, L.P. ("VP5") holds an aggregate of 7,483 shares of Class A Common Stock of the Issuer. Venrock Partners Management V, LLC ("VPM5") is the sole general partner of VP5 and may be deemed to beneficially own these shares. Dr. Roberts is a member of VPM5 and may be deemed to beneficially own these shares. Dr. Roberts and VPM5 expressly disclaim beneficial ownership over all shares held by VP5, except to the extent of their indirect pecuniary interests therein.
VHCP Management holds an aggregate of 18,910 shares of Class A Common Stock of the Issuer. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts expressly disclaims beneficial ownership over these shares except to the extent of his indirect pecuniary interest therein.
Consists of 40,000 shares of Class B Common Stock of the issuer held by the Managment Company. Dr. Roberts is a member of the Management Company and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Consists of 3,040 shares of Class A Common Stock of the issuer held by the Management Company. Dr. Roberts is a member of the Management Company and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
/s/ Bryan E. Roberts
2014-01-16