0000937889-13-000001.txt : 20130319 0000937889-13-000001.hdr.sgml : 20130319 20130319194625 ACCESSION NUMBER: 0000937889-13-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130315 FILED AS OF DATE: 20130319 DATE AS OF CHANGE: 20130319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK ASSOCIATES II LP CENTRAL INDEX KEY: 0001239243 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 13703192 MAIL ADDRESS: STREET 1: C/O VENROCK ASSOCIATES STREET 2: 30 ROCKFELLER PLACA RM 5508 CITY: NEW YORK STATE: NY ZIP: 10112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VENROCK ENTERPRENEURS FUND LP CENTRAL INDEX KEY: 0001239244 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 13703191 MAIL ADDRESS: STREET 1: C/O VENROCK ASSOCIATES STREET 2: 30 ROCKFELLER PLACA RM 5508 CITY: NEW YORK STATE: NY ZIP: 10112 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: VENROCK ASSOCIATES CENTRAL INDEX KEY: 0000937889 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 13703193 BUSINESS ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 BUSINESS PHONE: 2126495600 MAIL ADDRESS: STREET 1: ROOM 5508 STREET 2: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VR Management LLC CENTRAL INDEX KEY: 0001465458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34620 FILM NUMBER: 13703190 BUSINESS ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 650-475-3734 MAIL ADDRESS: STREET 1: 3340 HILLVIEW AVENUE CITY: PALO ALTO STATE: CA ZIP: 94304 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2013-03-15 1 0001446847 IRONWOOD PHARMACEUTICALS INC IRWD 0000937889 VENROCK ASSOCIATES C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001239243 VENROCK ASSOCIATES II LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001239244 VENROCK ENTERPRENEURS FUND LP C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 0001465458 VR Management LLC C/O VENROCK 3340 HILLVIEW AVENUE PALO ALTO CA 94304 0 0 1 0 Class B Common Stock 2013-03-15 4 J 0 639901 0 D 1919704 D Class B Common Stock 2013-03-15 4 J 0 920832 0 D 2762497 D Class B Common Stock 48387 D Class B Common Stock 40000 D Class A Common Stock 2442 D Each share of Class B Common Stock is convertible at any time at the option of the holder thereof into one share of Class A Common Stock and has no expiration date. Each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon (i) any transfer, whether or not for value, (subject to certain exceptions); (ii) in the event of death of the reporting person; or (iii) the earliest of the following (A) the later of (1) the first date on which the number of shares of Class B Common Stock then outstanding represents less than 25% of the number of shares of Class B Common Stock outstanding at the closing of the Issuer's initial public offering, or (2) December 31, 2018, (B) December 31, 2038, or (C) the date agreed to in writing by the holders of at least a majority of then outstanding shares of Class B common stock. On March 15, 2013, Venrock Associates distributed an aggregate of 639,901 shares of the Class A Common Stock of the issuer to its partners pro rata based on their respective interests in Venrock Associates. After the distribution, Venrock Associates held an aggregate of 1,919,704 shares of Class B Common Stock of the issuer. On March 15, 2013, Venrock Associates II, L.P. distributed an aggregate of 920,832 shares of the Class A Common Stock of the issuer to its partners pro rata based on their respective interests in Venrock Associates II, L.P. After the distribution, Venrock Associates II, L.P. held an aggregate of 2,762,497 shares of Class B Common Stock of the issuer. Consists of 48,387 shares of Class B Common Stock of the issuer held by Venrock Entrepreneurs Fund, L.P. Consists of 40,000 shares of Class B Common Stock of the issuer held by VR Managment, LLC. Consists of 2,442 shares of Class A Common Stock of the issuer held by VR Managment, LLC. Part 1 of 2 of the Form 4 filings made by the Venrock funds on March 19, 2013 in connection with the distribution by the Venrock funds on March 15, 2013. /s/ David L. Stepp, Authorized Signatory 2013-03-19