SEC FORM 3

SEC Form 3

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^*

Currie Mark G

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

320 BENT ST.

(Street)

CAMBRIDGE

02141

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2010

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

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

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

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

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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	210,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	⁽¹⁾	09/24/2012	Class B Common Stock	140,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽²⁾	02/24/2014	Class B Common Stock	75,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽³⁾	02/24/2014	Class B Common Stock	60,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/01/2015	Class B Common Stock	95,000	$0.6	D
Employee Stock Option (Right to Buy)	⁽⁵⁾⁽¹³⁾	03/14/2016	Class B Common Stock	300,000	$1.56	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/14/2016	Class B Common Stock	75,000	$1.56	D
Employee Stock Option (Right to Buy)	⁽⁷⁾⁽¹³⁾	01/22/2017	Class B Common Stock	90,000	$2.94	D
Employee Stock Option (Right to Buy)	⁽⁸⁾⁽¹³⁾	01/22/2017	Class B Common Stock	300,000	$2.94	D
Employee Stock Option (Right to Buy)	⁽⁹⁾⁽¹³⁾	01/13/2018	Class B Common Stock	120,000	$3.76	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/11/2019	Class B Common Stock	50,000	$4.89	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾⁽¹³⁾	02/11/2029	Class B Common Stock	125,000	$4.89	D
Employee Stock Option (Right to Buy)	⁽¹²⁾⁽¹³⁾	07/28/2019	Class B Common Stock	40,000	$5.48	D

Explanation of Responses:

1. The option vested as to 25% of the shares of Class B Common Stock on the first anniversary of August 22, 2002, and 1/48th of the shares of Class B Common Stock vested each month thereafter for the next 36 months. The option was fully vested as of August 22, 2006.

2. On February 24, 2004, the Reporting Person was granted an option to purchase 75,000 shares of Class B Common Stock. The option vested upon the earlier of (i) the Issuer's achievement of certain clinical milestones and (ii) March 1, 2010. The clinical milestones were met, so the option was fully vested as of December 31, 2006.

3. The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of March 1, 2004 for the first 36 months, and as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter. The option was fully vested as of March 1, 2008.

4. The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2005 for the first 36 months, and as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter. The option was fully vested as of January 1, 2009.

5. On March 14, 2006, the Reporting Person was granted an option to purchase 300,000 shares of Class B Common Stock. The option vests upon the earlier of (i) the Issuer's achievement of certain regulatory and commercial milestones and (ii) January 1, 2016. The option has not vested as to any shares as of the date hereof.

6. The option vested as to 1.25% of the shares of Class B Common Stock as of each monthly anniversary of January 1, 2006 for the first 36 months, and as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter. The option was fully vested as of January 1, 2010.

7. The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2007 for the first 36 months, and vests as to 4.5833% of the shares of Class B Common Stock each monthly anniversary thereafter.

8. On January 23, 2007, the Reporting Person was granted an option to purchase 300,000 shares of Class B Common Stock. The option vests upon the earlier of (i) the Issuer's achievement of certain clinical, regulatory and market capitalization milestones and (ii) January 22, 2017. The option has not vested as to any shares as of the date hereof.

9. The option vests as to 1.25% shares of Class B Common Stock on each monthly anniversary of January 1, 2008 for the first 36 months, and vests as to 4.5833% of the shares of Class B Common Stock on each monthly anniversary thereafter.

10. The option was fully vested as of its grant date of February 12, 2009.

11. The option vests as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2009 for the first 36 months, and vests as to 4.5833% of the shares of Class B Common Stock on each monthly anniversary thereafter.

12. On July 29, 2009, the Reporting Person was granted an option to purchase 40,000 shares of Class B Common Stock. The option vests in two equal installments upon the Issuer's achievement of certain regulatory and commercial milestones. The option has not vested as to any shares as of the date hereof.

13. The option is subject to an early exercise provision and is immediately exercisable

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ 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.