0001239242-14-000021.txt : 20140624 0001239242-14-000021.hdr.sgml : 20140624 20140616165445 ACCESSION NUMBER: 0001239242-14-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140612 FILED AS OF DATE: 20140616 DATE AS OF CHANGE: 20140616 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: 14923284 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 2014-06-12 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 2014-06-12 4 S 0 168086 14.24 D 0 I By Funds Class A Common Stock 2014-06-12 4 S 0 31914 14.24 D 0 I By Funds Class A Common Stock 2014-06-13 4 A 0 170 14.66 A 44503 D Class A Common Stock 3255 I By LLC 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 Venrock Healthcare Capital Partners, L.P. ("VHCP") holds an aggregate of 0 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 Holdings, LLC ("VHCP Co-Investment") holds an aggregate of 0 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. Issued pursuant to Director Compensation Plan. The shares of the Issuer's Class A Common Stock were issued to the reporting person for service as the Issuer's Chair of the Board of Directors for the second quarter of 2014 in the aggregate amount of $2,492. The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold 29,482 of the reported shares (the "Shares") for the sole benefit of the Management Company and must hold or sell these Shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of these Shares, and the reporting person may be deemed the indirect beneficial owner of these Shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of these Shares except to the extent of his pecuniary interest therein. Consists of 3,255 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. 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. /s/ Bryan E. Roberts 2014-06-16