0001239242-15-000005.txt : 20150616 0001239242-15-000005.hdr.sgml : 20150616 20150616175513 ACCESSION NUMBER: 0001239242-15-000005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150615 FILED AS OF DATE: 20150616 DATE AS OF CHANGE: 20150616 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 301 BINNEY STREET CITY: CAMBRIDGE STATE: MA ZIP: 02142 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROBERTS BRYAN E CENTRAL INDEX KEY: 0001239242 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 15935287 MAIL ADDRESS: STREET 1: C/O VENROCK ASSOCIATES STREET 2: 2494 SAND HILL ROAD STE 200 CITY: MENLO PARK STATE: CA ZIP: 94025 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-06-15 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0001239242 ROBERTS BRYAN E C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 1 0 0 0 Class A Common Stock 2015-06-15 4 A 0 145 12.06 A 31951 D Class A Common Stock 33117 I By LLC Class A Common Stock 18910 I By Funds Class B Common Stock 40000 I By LLC Issued pursuant to Director Compensation Plan, effective as of January 2014. The shares of the Issuer's Class A Common Stock were issued to the reporting person for service as the Issuer's Chair of the Board of Directors for the second quarter of fiscal 2015 in the aggregate amount of $1,749. The reporting person is a member of VR Management, LLC (the "Management Company"). Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold 16,866 of the reported shares for the sole benefit of the Management Company (the "Management Company Shares") and must hold or sell these Management Company Shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of these Management Company Shares, and the reporting person may be deemed the indirect beneficial owner of these Management Company Shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of these Management Company Shares except to the extent of his indirect pecuniary interest therein. Consists of 33,117 shares of Class A Common Stock of the Issuer held by the Management Company. Dr. Roberts is a member of the Management Company and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein. VHCP Management, LLC ("VHCP Management") holds an aggregate of 18,910 shares of Class A Common Stock of the Issuer. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts expressly disclaims beneficial ownership over these shares except to the extent of his indirect pecuniary interest therein. Consists of 40,000 shares of Class B Common Stock of the Issuer held by the Managment Company. Dr. Roberts is a member of the Management Company and may be deemed to beneficially own these shares. Dr. Roberts disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein. /s/ Bryan E. Roberts 2015-06-16