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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/02/2010 |
3. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 15,000 | D | |
Class B Common Stock | 2,559,605 | I | By Venrock Associates(1) |
Class B Common Stock | 3,683,329 | I | By Venrock Associates II, L.P.(2) |
Class B Common Stock | 48,387 | I | By Venrock Entrepreneurs Fund, L.P.(3) |
Class B Common Stock | 2,017,021 | I | By Venrock Healthcare Capital Partners, LP(4) |
Class B Common Stock | 382,979 | I | By VHCP Co-Investment Holdings, LLC(5) |
Class B Common Stock | 40,000 | I | By VR Management, LLC(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Consists of shares held directly by Venrock Associates. 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 pecuniary interest therein. |
2. Consists of shares held directly by Venrock Associates II, L.P ("Venrock Associates II"). The Reporting Person is a general partner of Venrock Associates II and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
3. Consists of shares held directly by Venrock Entrepreneurs Fund, L.P. ("Venrock Entrepreneurs"). Venrock Management, LLC ("Venrock Management") is the general partner of Venrock Entrepreneurs and may be deemed to beneficially own these shares. The Reporting Person is a member of Venrock Management and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
4. Consists of shares held directly by Venrock Healthcare Capital Partners, LP ("VHCP LP"). VHCP Management, LLC ("VHCP Management") is the general partner of VHCP LP and may be deemed to beneficially own these shares. The Reporting Person is a member of VHCP Management and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
5. Consists of shares held directly by VHCP Co-Investment Holdings, LLC ("VHCP Co-Investment"). VHCP Management is the manager of VHCP Co-Investment and may be deemed to beneficially own these shares. The Reporting Person is a member of VHCP Management and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
6. Consists of shares held directly by VR Management, LLC ("VR Management"). The Reporting Person is a member of VR Management and may be deemed to beneficially own these shares. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
Remarks: |
Exhibit 24 - Power of Attorney |
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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |