0000932440-12-000070.txt : 20120214 0000932440-12-000070.hdr.sgml : 20120214 20120214164049 ACCESSION NUMBER: 0000932440-12-000070 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: RIDGEBACK CAPITAL INVESTMENTS LTD. GROUP MEMBERS: RIDGEBACK CAPITAL MANAGEMENT LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85292 FILM NUMBER: 12610931 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ridgeback Capital Investments L.P. CENTRAL INDEX KEY: 0001423994 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-624-2567 MAIL ADDRESS: STREET 1: 430 PARK AVENUE STREET 2: 12TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G/A 1 sch13g-a_1524426.htm SCHEDULE 13G/A sch13g-a_1524426.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 
SCHEDULE 13G/A
(Amendment No. 1)

UNDER THE SECURITIES EXCHANGE ACT OF 19341


Ironwood Pharmaceuticals, Inc.
 (Name of Issuer)

Class A Common Stock, $0.001 par value per share
(Title of Class of Securities)


46333X108
 (CUSIP Number)

December 31, 2011
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
 
x  Rule 13d-1(c)
 
o Rule 13d-1(d)


__________________

1   The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


 
 
 


CUSIP NO. 46333X108
13G
Page 2 of 10




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback Capital Investments L.P.                00-0000000
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
6,955,317
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
6,955,317
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,317
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12.
TYPE OF REPORTING PERSON**
OO
 
** SEE INSTRUCTIONS BEFORE FILLING OUT

 
 
 


CUSIP NO. 46333X108
13G
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1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback Capital Investments Ltd.                00-0000000
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
6,955,317
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
6,955,317
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,317
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12.
TYPE OF REPORTING PERSON**
OO
 
** SEE INSTRUCTIONS BEFORE FILLING OUT



 
 
 


CUSIP NO. 46333X108
13G
Page 4 of 10




1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Ridgeback Capital Management LP                                                                           42-1684320
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
(a)
o
(b)
o
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 
5.
SOLE VOTING POWER
-0-
6.
SHARED VOTING POWER
6,955,317
7.
SOLE DISPOSITIVE POWER
-0-
8.
SHARED DISPOSITIVE POWER
6,955,317
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,955,317
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES
CERTAIN SHARES**
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.9%
12.
TYPE OF REPORTING PERSON**
OO
 
** SEE INSTRUCTIONS BEFORE FILLING OUT



 
 
 


CUSIP NO. 46333X108
13G
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Item 1(a).
Name of Issuer.

Ironwood Pharmaceuticals, Inc. (the “Company”).

Item 1(b).
Address of Issuer’s Principal Executive Offices.

The Company’s principal executive offices are located at 301 Binney Street, Cambridge, Massachusetts 02142.

Items 2(a).
Name of Person Filing.

This statement is filed on behalf of the following persons with respect to shares of common stock of the Company acquired on the open market (the “Shares”):
 
(i)           Ridgeback Capital Investments L.P., Cayman exempted limited partnership (“RCILP”), with respect to shares beneficially owned by it;
 
(ii)           Ridgeback Capital Investments Ltd., a Cayman limited company (“RCI”), with respect to Shares beneficially owned by it; and
 
(iii)           Ridgeback Capital Management LP, a Delaware limited partnership (“RCM”), with respect to Shares beneficially owned by it.
 
The foregoing persons are hereinafter referred to collectively as the “Reporting Persons.”  Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
 
Item 2(b).
Address of Principal Business Office or, if None, Residence.

The address of the principal business office of each of the Reporting Persons is 430 Park Avenue, 12th Floor, New York, New York 10022.

Item 2(c).
Citizenship.

RCILP is a Cayman Island exempted limited partnership.  RCI is a Cayman Island limited company.  RCM is a Delaware limited partnership.

Item 2(d).
Title of Class of Securities.

Class A common stock, $0.001 par value per share.

Item 2(e).
CUSIP Number.

46333X108

 
 
 


CUSIP NO. 46333X108
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Item 3.

If this statement is filed pursuant to Rules 13d-1(b) or 13d- 2(b) or (c), check whether the person filing is a:

(a)
o
Broker or dealer registered under Section 15 of the Act,
(b)
o
Bank as defined in Section 3(a)(6) of the Act,
(c)
o
Insurance Company as defined in Section 3(a)(19) of the Act,
(d)
o
Investment Company registered under Section 8 of the Investment Company Act of 1940,
(e)
o
Investment Adviser in accordance with Rule 13d-1 (b)(1)(ii)(E),
(f)
o
Employee Benefit Plan or Endowment Fund in accordance with 13d-1 (b)(1)(ii)(F),
(g)
o
Parent Holding Company or control person in accordance with Rule 13d-1 (b)(1)(ii)(G),
(h)
o
Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
(i)
o
Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
(j)
o
A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J),
(k)
o
Group, in accordance with Rule 13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:  ______________________.
 


Item 4.
Ownership.

The percentages used herein are calculated based upon 62,623,097 shares outstanding as of February 6, 2012, based upon the Company’s prospectus supplement dated February 9, 2012 and filed with the SEC on February 10, 2012.  As of the close of business on December 31, 2011, the Reporting Persons beneficially owned shares of the Company’s common stock in the amounts and percentages listed below:
 
A.
Ridgeback Capital Investments L.P.
(a)
Amount beneficially owned:  6,955,317
(b)
Percent of class: 9.9%

 
 
 


CUSIP NO. 46333X108
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(c)
(i)
Sole power to vote or direct the vote: -0-
 
(ii)
Shared power to vote or direct the vote:  6,955,317
 
(iii)
Sole power to dispose or direct the disposition:  -0-
 
(iv)
Shared power to dispose or direct the disposition:  6,955,317
     
B.
Ridgeback Capital Investments Ltd.
(a)
Amount beneficially owned:  6,955,317
(b)
Percent of class: 9.9%
(c)
(i)
Sole power to vote or direct the vote: -0-
 
(ii)
Shared power to vote or direct the vote:  6,955,317
 
(iii)
Sole power to dispose or direct the disposition:  -0-
 
(iv)
Shared power to dispose or direct the disposition:  6,955,317
C.
Ridgeback Capital Management LP
(a)
Amount beneficially owned:  6,955,317
(b)
Percent of class: 9.9%
(c)
(i)
Sole power to vote or direct the vote: -0-
 
(ii)
Shared power to vote or direct the vote:  6,955,317
 
(iii)
Sole power to dispose or direct the disposition:  -0-
 
(iv)
Shared power to dispose or direct the disposition:  6,955,317

RCM and RCI do not own any Shares directly.  RCI is the general partner of RCILP.  Pursuant to an investment management agreement, RCM maintains investment and voting power with respect to the securities held or controlled by RCI.  Wayne Holman, an individual, controls RCM.  By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, RCM and RCI may be deemed to own beneficially all of the Shares (constituting approximately 9.9% of the shares outstanding).  Each of RCM and RCI disclaim beneficial ownership of any of the securities covered by this statement, except to the extent of any pecuniary interest therein.
 
Item 5.
Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.¨

 
 
 


CUSIP NO. 46333X108
13G
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Item 6.              Ownership of More than Five Percent on Behalf of Another Person.

To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, a number of the Shares which represents more than five percent of the number of outstanding shares of the Shares.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not Applicable.

Item 8.
Identification and Classification of Members of the Group.

Not Applicable.

Item 9.
Notice of Dissolution of Group.

Not Applicable.

Item 10.
Certifications.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 

 
 
 


CUSIP NO. 46333X108
13G
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SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
DATED:  February 13, 2012


     
Ridgeback Capital Investments L.P.
   
By:
 
Ridgeback Capital Investments Ltd.,
     
Its General Partner
   
By: 
 
/s/ Bud Holman
     
Name:  Bud Holman
     
Title:  Director

     
Ridgeback Capital Investments Ltd.
   
By:
/s/ Bud Holman
     
Name: Bud Holman
     
Title: Director

     
Ridgeback Capital Management LP
   
By:
 
/s/ Bud Holman
     
Name: Bud Holman
     
Title: Director
 

 

 
 
 


CUSIP NO. 46333X108
13G
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EXHIBIT INDEX
 
Exhibit Number
Exhibit Description
99.1
Joint Filing Agreement*
*Previously filed.