0000315066-12-003944.txt : 20120917 0000315066-12-003944.hdr.sgml : 20120917 20120917162552 ACCESSION NUMBER: 0000315066-12-003944 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120913 FILED AS OF DATE: 20120917 DATE AS OF CHANGE: 20120917 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 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: FMR LLC CENTRAL INDEX KEY: 0000315066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 121095267 BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 FORMER NAME: FORMER CONFORMED NAME: FMR CORP DATE OF NAME CHANGE: 19920717 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIL Ltd CENTRAL INDEX KEY: 0000318989 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 121095266 BUSINESS ADDRESS: STREET 1: P.O. BOX H.M. 670 CITY: HAMILTON STATE: D0 ZIP: 00000 BUSINESS PHONE: 6175637100 MAIL ADDRESS: STREET 1: P.O. BOX H.M. 670 CITY: HAMILTON STATE: D0 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: FIL LTD DATE OF NAME CHANGE: 20080213 FORMER NAME: FORMER CONFORMED NAME: FIDELITY INTERNATIONAL LTD DATE OF NAME CHANGE: 19920929 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2012-09-13 0 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0000315066 FMR LLC 82 DEVONSHIRE STREET BOSTON MA 02109 0 0 1 1 Edward C. Johnson 3d 0000318989 FIL Ltd P.O. BOX H.M. 670 HAMILTON D0 00000 BERMUDA 0 0 1 1 Edward C. Johnson 3d Class A Common Stock 2012-09-13 4 S 0 29514 13.0613 D 2089460 I See Footnote Class A Common Stock 2012-09-14 4 S 0 84925 13.1377 D 2004535 I See Footnote Class A Common Stock 2012-09-17 4 S 0 39337 13.2168 D 1965198 I See Footnote 1. Column 5 Amount of Securities Beneficially Owned Following Reported Transaction is held by Impresa Fund II LLC (654,496 Class A Common Stock), Impresa Fund III Limited Partnership (74,798 Class A Common Stock), Fidelity Biosciences Corp. (10,971 Class A Common Stock) and FIL Limited (1,224,933 Class A Common Stock). Column 5 does not include shares beneficially owned by Fidelity Management & Research Company as a result of acting as investment adviser to various investment companies as disclosed in Remark 1 below. The price reported for this transaction is the weighted average price of multiple trades at prices ranging from $13.0137 to $13.0675. FMR LLC hereby undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. The price reported for this transaction is the weighted average price of multiple trades at prices ranging from $13.1313 to $13.1404. FMR LLC hereby undertakes to provide upon request by the Commission staff, the issuer, or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. Remark 1: Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser registered under the Investment Advisers Act of 1940, is the beneficial owner of Class A Common Stock of Ironwood Pharmaceuticals Inc. as a result of acting as investment adviser to various investment companies registered under the Investment Company Act of 1940. FMR LLC, Edward C. Johnson 3d and FIL Limited have no pecuniary interest in the Class A Common Stock beneficially owned by Fidelity Management & Research Company. Remark 2: FIL Limited directly holds 1,224,933 shares of Class A Common Stock of Ironwood Pharmaceuticals Inc. FMR LLC and FIL are of the view that they are not acting as a "group" for purposes of Section 13(d) under the Securities Exchange Act of 1934 (the "1934 Act") and that they are not otherwise required to attribute to each other the "beneficial ownership" of securities "beneficially owned" by the other corporation within the meaning of Rule 16a-1 promulgated under the 1934 Act. Therefore, they are of the view that the shares held by the other corporation need not be aggregated for purposes of Section 16(a). However, FMR LLC is making this filing on a voluntary basis as if all of the shares are beneficially owned by FMR LLC and FIL on a joint basis. Scott C. Goebel, Duly authorized under Powers of Attorney effective as of June 1, 2008, by and on behalf of FMR LLC and its direct and indirect subsidiaries, by and on behalf of Edward C. Johnson 3d, and by and on behalf of FIL Limited 2012-09-17