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^*

Gilbert Halley E

(Last)

(First)

(Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

301 BINNEY STREET

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/04/2014

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 Legal 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 A Common Stock	6,929	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⁾	01/31/2018	Class B Common Stock	43,250	$3.76	D
Employee Stock Option (Right to Buy)	⁽²⁾	01/31/2018	Class B Common Stock	24,000	$3.76	D
Employee Stock Option (Right to Buy)	⁽³⁾	01/31/2018	Class B Common Stock	35,000	$3.76	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	02/11/2019	Class B Common Stock	50,000	$4.89	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	07/28/2019	Class B Common Stock	20,000	$5.48	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	07/28/2019	Class B Common Stock	20,000	$5.48	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	02/02/2020	Class A Common Stock	60,000	$11.25	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	02/01/2021	Class A Common Stock	60,000	$11.11	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	12/12/2021	Class A Common Stock	30,000	$11.83	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	02/01/2022	Class A Common Stock	45,000	$14.72	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	02/01/2023	Class A Common Stock	30,000	$13.08	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	12/02/2023	Class A Common Stock	25,000	$11.51	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	03/03/2024	Class A Common Stock	65,000	$14.11	D

Explanation of Responses:

1. The option vested as to 25% of the shares of Class B Common Stock on the first anniversary of February 1, 2008, 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 February 1, 2012.

2. The option vested upon the earlier of (i) the issuer's achievement of a regulatory milestone and (ii) February 1, 2014. The regulatory milestone was met, so the option was fully vested as of October 24, 2011.

3. The option vested upon the earlier of (i) the issuer's achievement of a commercial milestone and (ii) February 1, 2014. The commercial milestone was met, so the option was fully vested as of December 21, 2012.

4. The option vested 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 vested 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, 2013.

5. The option vests in full upon the issuer's achievement of a commercial milestone. The option has not vested as to any shares as of the date hereof. The option is subject to an early exercise provision and is immediately exercisable.

6. The option vests in full upon the issuer's achievement of a regulatory milestone. The option has not vested as to any shares as of the date hereof. The option is subject to an early exercise provision and is immediately exercisable.

7. The option vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2010 for the first 36 months, and vested as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter. The option was fully vested as of January 1, 2014.

8. The option vested as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2011 for the first 36 months, and vests as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter.

9. The option vests as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of December 12, 2011 for the first 36 months, and vests as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter.

10. The option vests as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2012 for the first 36 months, and vests as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter.

11. The option vests as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2013 for the first 36 months, and vests as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter.

12. The option vests as to 1.25% of the shares of Class A Common Stock on each monthly anniversary of December 1, 2013 for the first 36 months, and vests as to 4.5833% of the shares of Class A Common Stock on each monthly anniversary thereafter.

13. The option vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2014.

Remarks:

Exhibit 24 - Power of Attorney

	Halley E. Gilbert	03/05/2014
	** 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 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.