0001209191-23-059112.txt : 20231219 0001209191-23-059112.hdr.sgml : 20231219 20231219160526 ACCESSION NUMBER: 0001209191-23-059112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231215 FILED AS OF DATE: 20231219 DATE AS OF CHANGE: 20231219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 231497291 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 231497290 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 043404176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 SUMMER STREET, SUITE 2300 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 100 SUMMER STREET, SUITE 2300 CITY: BOSTON STATE: MA ZIP: 02110 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-12-15 0 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0001361754 DENNER ALEXANDER J C/O IRONWOOD PHARMACEUTICALS, INC. 100 SUMMER STREET, SUITE 2300 BOSTON MA 02110 1 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0 Class A Common Stock 2023-12-15 4 A 0 1347 0.00 A 120277 D Class A Common Stock 16390000 I See footnote Issued pursuant to the Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2023. Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein. Exhibit 24 - Limited Power of Attorney SARISSA CAPITAL MANAGEMENT LP, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Senior Partner, General Counsel 2023-12-19 /s/ Alexander Denner 2023-12-19 EX-24 2 attachment1.htm EX-24 DOCUMENT

LIMITED POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby constitutes and
appoints each of Paul Kinsella, William Michener, John Minardo, Sravan Emany,
Ronald Silver, Brian Tessler and Mark DiPaolo, signing singly, as the
undersigned's true and lawful attorney-in-fact to:

	(1)	execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Ironwood Pharmaceuticals, Inc. (the "Company"),
a Form ID, including amendments thereto, and any other related documents
necessary or appropriate to obtain from the Electronic Data Gathering and
Retrieval System of the United States Securities and Exchange Commission (the
"SEC") the codes, numbers and passphrases enabling the undersigned to make
electronic filings with the SEC as required under the United States Securities
Act of 1933, as amended, pursuant to Rule 506(b) of Regulation D promulgated
thereunder Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Act"), and the rules thereunder;

	(2)	do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form ID, 3, 4 or
5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

	(3)	take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's discretion.

	The undersigned hereby grants to each attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or
proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of substitution or revocation, hereby
ratifying and confirming all the acts such attorney-in-fact shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that each of the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, is not assuming any of the undersigned's responsibilities to comply
with Section 16 of the Act.

	This Limited Power of Attorney shall remain in full force and effect until the
earlier of (1) December 31, 2024, or (2) the undersigned is no longer required
to file Forms ID, 3, 4 and 5 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to each of the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney
to be

executed as of this 1st day of December, 2023.


               	By:	/s/ Alexander J. Denner

	Print Name:	Alexander J. Denner