SEC FORM 5

SEC Form 5

FORM 5

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

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Ridgeback Capital Investments L.P.

(Last)

(First)

(Middle)

430 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

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

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock⁽²⁾	08/02/2011		S4	94,600	D	$15.2	9,794,662	D⁽¹⁾
Class B Common Stock⁽²⁾	08/02/2011		S4	2,300	D	$15.39	9,792,362	D⁽¹⁾
Class B Common Stock⁽²⁾	08/02/2011		P4	1,000	A	$15.12	9,793,362	D⁽¹⁾
Class B Common Stock⁽²⁾	08/03/2011		S4	59,049	D	$15.27	9,734,313	D⁽¹⁾
Class B Common Stock⁽²⁾	08/03/2011		S4	226,200	D	$15.09	9,508,113	D⁽¹⁾
Class B Common Stock⁽²⁾	08/04/2011		S4	75,000	D	$15	9,433,113	D⁽¹⁾
Class B Common Stock⁽²⁾	08/04/2011		S4	25,000	D	$15.1	9,408,113	D⁽¹⁾
Class B Common Stock⁽²⁾	08/04/2011		S4	25,600	D	$15.01	9,382,513	D⁽¹⁾
Class B Common Stock⁽²⁾	08/05/2011		S4	10,000	D	$14.55	9,372,513	D⁽¹⁾
Class B Common Stock⁽²⁾	08/05/2011		S4	50,000	D	$14	9,322,513	D⁽¹⁾
Class B Common Stock⁽²⁾	08/08/2011		S4	108,200	D	$12.44	9,214,313	D⁽¹⁾
Class B Common Stock⁽²⁾	08/09/2011		S4	99,700	D	$12.42	9,114,613	D⁽¹⁾
Class B Common Stock⁽²⁾	08/09/2011		S4	42,812	D	$12.44	9,071,801	D⁽¹⁾
Class B Common Stock⁽²⁾	08/09/2011		S4	32,372	D	$12.49	9,039,429	D⁽¹⁾
Class B Common Stock⁽²⁾	08/11/2011		S4	39,600	D	$12.54	8,999,829	D⁽¹⁾
Class B Common Stock⁽²⁾	08/15/2011		S4	1,400	D	$13.02	8,998,429	D⁽¹⁾
Class B Common Stock⁽²⁾	08/15/2011		S4	12,765	D	$12.96	8,985,664	D⁽¹⁾
Class B Common Stock⁽²⁾	08/17/2011		S4	250,000	D	$13	8,735,664	D⁽¹⁾
Class B Common Stock⁽²⁾	08/18/2011		S4	99,000	D	$12.45	8,636,664	D⁽¹⁾
Class B Common Stock⁽²⁾	08/18/2011		P4	1,000	A	$12.42	8,637,664	D⁽¹⁾
Class B Common Stock⁽²⁾	08/19/2011		S4	93,600	D	$12.23	8,544,064	D⁽¹⁾
Class B Common Stock⁽²⁾	08/22/2011		S4	70,000	D	$12.44	8,474,064	D⁽¹⁾
Class B Common Stock⁽²⁾	08/23/2011		S4	31,352	D	$13.05	8,442,712	D⁽¹⁾
Class B Common Stock⁽²⁾	08/23/2011		S4	500	D	$13.04	8,444,212	D⁽¹⁾
Class B Common Stock⁽²⁾	08/25/2011		S4	80,000	D	$12.71	8,362,212	D⁽¹⁾
Class B Common Stock⁽²⁾	08/26/2011		S4	25,000	D	$12.82	8,337,212	D⁽¹⁾
Class B Common Stock⁽²⁾	08/26/2011		S4	47	D	$13	8,337,165	D⁽¹⁾
Class B Common Stock⁽²⁾	08/30/2011		S4	20,100	D	$12.75	8,317,065	D⁽¹⁾
Class B Common Stock⁽²⁾	08/30/2011		P4	100	A	$12.75	8,317,165	D⁽¹⁾
Class B Common Stock⁽²⁾	08/30/2011		S4	100	D	$12.82	8,317,065	D⁽¹⁾

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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Ridgeback Capital Investments L.P.

(Last)

(First)

(Middle)

430 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ridgeback Capital Investments Ltd.

(Last)

(First)

(Middle)

430 PARK AVENUE

12TH FLOOR

(Street)

NEW YOR,

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Ridgeback Capital Management LP

(Last)

(First)

(Middle)

430 PARK AVENUE

12TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Ridgeback Capital Investments L.P. owns all of the securities reported herein directly. Ridgeback Capital Investments Ltd. is the general partner of Ridgeback Capital Investments L.P. Pursuant to an investment management agreement, Ridgeback Capital Management LP maintains investment and voting power with respect to the securities held or controlled by Ridgeback Capital Investments Ltd. Wayne Holman, an individual, controls Ridgeback Capital Management LP. Ridgeback Capital Management LP, Ridgeback Capital Investments Ltd. and Wayne Holman do not own any securities reported herein directly and disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.

2. Shares of Class B Common Stock are convertible at any time, at the holder's election, and automatically upon transfer, on a one-for-one basis into shares of Class A Common Stock.

Remarks:

Disgorgement of profits is being made by the Reporting Persons to the Issuer. This is 1 of 3 Form 5s being filed.

	/s/ Bud Holman, Attorney-in-Fact	01/31/2012
	** 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 4 (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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