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* Hecht Peter M (Last) (First) (Middle) C/O IRONWOOD PHARMACEUTICALS, INC. 320 BENT STREET (Street) CAMBRIDGE MA 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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive 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	3,499,751	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	(1)	04/23/2012	Class B Common Stock	50,000	$0.41	D
Employee Stock Option (Right to Buy)	(2)	04/23/2012	Class B Common Stock	100,000	$0.41	D
Employee Stock Option (Right to Buy)	(3)	12/16/2013	Class B Common Stock	50,000	$0.6	D
Employee Stock Option (Right to Buy)	(4)	12/16/2013	Class B Common Stock	50,000	$0.6	D
Employee Stock Option (Right to Buy)	(5)	01/01/2014	Class B Common Stock	50,000	$0.6	D
Employee Stock Option (Right to Buy)	(6)	03/01/2014	Class B Common Stock	100,000	$0.6	D
Employee Stock Option (Right to Buy)	(7)	03/01/2014	Class B Common Stock	75,000	$0.6	D
Employee Stock Option (Right to Buy)	(8)	03/01/2015	Class B Common Stock	90,000	$0.6	D
Employee Stock Option (Right to Buy)	(9)	03/01/2015	Class B Common Stock	60,000	$0.6	D
Employee Stock Option (Right to Buy)	(10)	03/01/2015	Class B Common Stock	60,000	$0.6	D
Employee Stock Option (Right to Buy)	(11)(17)	03/14/2016	Class B Common Stock	800,000	$1.56	D
Employee Stock Option (Right to Buy)	(12)	03/13/2016	Class B Common Stock	35,000	$1.56	D
Employee Stock Option (Right to Buy)	(13)(17)	01/22/2017	Class B Common Stock	100,000	$2.94	D
Employee Stock Option (Right to Buy)	(14)(17)	01/31/2018	Class B Common Stock	140,000	$3.76	D
Employee Stock Option (Right to Buy)	(15)(17)	02/11/2019	Class B Common Stock	110,000	$4.89	D
Employee Stock Option (Right to Buy)	(16)(17)	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 January 1, 2002, and as to 1/48th of the shares of Class B Common Stock each month thereafter for the next 36 months. The option was fully vested as of January 1, 2006.

2. The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2002 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, 2006.

3. The option vested as to 1.25% of the shares of Class B Common Stock on each monthly anniversary of January 1, 2003 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, 2007.

4. The option vested in equal monthly installments on each monthly anniversary of January 1, 2003 for twelve months. The option was fully vested as of January 1, 2004.

5. The option vested in equal monthly installments on each monthly anniversary of March 1, 2004 for twelve months. The option was fully vested as of March 1, 2005.

6. On February 24, 2004, the Reporting Person was granted an option to purchase 100,000 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.

7. 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.

8. 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

9. The option vested in equal monthly installment on each monthly anniversary of January 1, 2005 for twelve months. The option was fully vested as of January 1, 2006.

10. On March 1, 2005, the Reporting Person was granted an option to purchase 60,000 shares of Class B Common Stock. The option vested upon the Issuer's completion of a substantial transaction, as determined by the Compensation Committee of the Issuer's Board of Directors. The milestone was met, so the option was fully vested as of January 1, 2009

11. On March 14, 2006, the Reporting Person was granted an option to purchase 800,000 shares of Class B Common Stock. The option vests upon the earlier of (i) the Issuer's achievement of certain regulatory, commercial and market capitalization milestones and (ii) January 1, 2016. The option has not vested as to any shares as of the date hereof.

12. The option vested as to 1.25% of the shares of Class B Common Stock on 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 on each monthly anniversary thereafter. The option was fully vested as of January 1, 2010.

13. The option vests 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 as to 4.5833% of the shares of Class B Common Stock on each monthly anniversary thereafter.

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

15. 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 as to 4.5833% of the shares of Class B Common Stock on each monthly anniversary thereafter.

16. 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.

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

Remarks:

Exhibit 24 - 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).
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