SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hecht Peter M (Last) (First) (Middle) C/O IRONWOOD PHARMACEUTICALS, INC. 301 BINNEY STREET (Street) CAMBRIDGE MA 02142 (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/20/2014
	4. 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 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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Common Stock	02/20/2014		M		50,000	A	$0.6	3,799,751	D
Class B Common Stock	02/20/2014		M		100,000	A	$0.6	3,899,751	D
Class B Common Stock	02/20/2014		M		75,000	A	$0.6	3,974,751	D
Class A Common Stock								73,418	D
Class A Common Stock								3,780	I	The 2000 Trust for Malcolm Paul Hecht(1)
Class A Common Stock								3,780	I	The 2000 Trust for Zoe Niovi Hecht(1)
Class A Common Stock								3,780	I	The 2000 Trust for Alexis Mae Hecht(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$0.6	02/20/2014		M			50,000	(2)	02/24/2014(3)	Class B Common Stock	50,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.6	02/20/2014		M			100,000	(4)	02/24/2014(3)	Class B Common Stock	100,000	$0.00	0	D
Employee Stock Option (Right to Buy)	$0.6	02/20/2014		M			75,000	(5)	02/24/2014(3)	Class B Common Stock	75,000	$0.00	0	D

Explanation of Responses:

1. These shares are held in the referenced trust for the benefit of the reporting person's child. The reporting person's spouse is the trustee of this trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

2. 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.

3. The expiration date of the option was corrected to February 24, 2014 to fix a clerical error.

4. 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.

5. 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.

Remarks:

	/s/ Halley E. Gilbert Attorney-in-Fact	02/24/2014
	** 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).
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