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Filing Details

Accession Number:: 0001239242-14-000005
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-01-16 16:19:51
Reporting Period:: 2014-01-14

Filing Date:: 2014-01-16
Accepted Time:: 2014-01-16 16:19:51
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1446847	Ironwood Pharmaceuticals Inc	IRWD	Pharmaceutical Preparations (2834)	043404176

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1239242	E Bryan Roberts	C/O Venrock 3340 Hillview Avenue Palo Alto CA 94304		Yes	No	No	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Disposition	2014-01-14	17,817	$12.57	756,383	No	4	S	Indirect	By Funds
Class A Common Stock	Disposition	2014-01-14	3,383	$12.57	143,617	No	4	S	Indirect	By Funds

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By Funds
No	4	S	Indirect	By Funds

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	24,575	Direct
Class A Common Stock	1,862,497	Indirect	By Funds
Class B Common Stock	36,290	Indirect	By Funds
Class A Common Stock	105	Indirect	By LLC
Class B Common Stock	1,919,704	Indirect	By Funds
Class A Common Stock	88,262	Indirect	By Funds
Class A Common Stock	7,483	Indirect	By Funds
Class A Common Stock	18,910	Indirect	By Funds
Class B Common Stock	40,000	Indirect	By LLC
Class A Common Stock	3,040	Indirect	By LLC

Footnotes

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Venrock Healthcare Capital Partners, L.P. ("VHCP") and VHCP Co-Investment Holdings, LLC ("VHCP Co-Investment") on October 30, 2013 and modified on November 27, 2013.
VHCP holds an aggregate of 756,383 shares of Class A Common Stock of the Issuer. VHCP Management, LLC ("VHCP Management") is the general partner of VHCP and may be deemed to beneficially own these shares. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts and VHCP Management expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
VHCP Co-Investment holds an aggregate of 143,617 shares of Class A Common Stock of the Issuer. VHCP Management is the manager of VHCP Co-Investment and may be deemed to beneficially own these shares. Dr. Roberts is a managing member of VHCP Management and may be deemed to beneficially own these shares. Dr. Roberts and VHCP Management expressly disclaim beneficial ownership over these shares except to the extent of their indirect pecuniary interests therein.
The reporting person is a member of the Management Company. Under an agreement between the reporting person and the Management Company, the reporting person is deemed to hold 9,554 of the reported shares for the sole benefit of the Management Company and must hold or sell these 9,554 shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of these 9,554 shares, and the reporting person may be deemed the indirect beneficial owner of these 9,554 shares through his interest in the Management Company. The reporting person disclaims beneficial ownership of these 9,554 shares except to the extent of his pecuniary interest therein.
Venrock Associates II, L.P. holds an aggregate of 1,862,497 shares of Class A Common Stock of the Issuer. The reporting person is a general partner of Venrock Associates II, L.P. and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Venrock Entrepreneurs Fund, L.P. ("VEF") holds an aggregate of 36,290 shares of Class B Common Stock of the Issuer. Venrock Management, LLC ("VM") is the sole general partner of VEF and may be deemed to beneficially own these shares. Dr. Roberts is a member of VM and may be deemed to beneficially own these shares. Dr. Roberts and VM expressly disclaim beneficial ownership over all shares held by VEF, except to the extent of their indirect pecuniary interests therein.
VM holds an aggregate of 105 shares of Class A Common Stock of the Issuer. Dr. Roberts is a member of VM and may be deemed to beneficially own these shares. Dr. Roberts expressly disclaims beneficial ownership over all shares held by VM, except to the extent of his indirect pecuniary interest therein.
Venrock Associates holds an aggregate of 1,919,704 shares of Class B Common Stock of the Issuer. The reporting person is a general partner of Venrock Associates and may be deemed to beneficially own these shares. The reporting person disclaims beneficial ownership of these shares except to the extent of his indirect pecuniary interest therein.
Venrock Associates V, L.P. ("VA5") holds an aggregate of 88,262 shares of Class A Common Stock of the Issuer. Venrock Management V, LLC ("VM5") is the sole general partner of VA5 and may be deemed to beneficially own these shares. Dr. Roberts is a member of VM5 and may be deemed to beneficially own these shares. Dr. Roberts and VM5 expressly disclaim beneficial ownership over all shares held by VA5, except to the extent of their indirect pecuniary interests therein.
Venrock Partners V, L.P. ("VP5") holds an aggregate of 7,483 shares of Class A Common Stock of the Issuer. Venrock Partners Management V, LLC ("VPM5") is the sole general partner of VP5 and may be deemed to beneficially own these shares. Dr. Roberts is a member of VPM5 and may be deemed to beneficially own these shares. Dr. Roberts and VPM5 expressly disclaim beneficial ownership over all shares held by VP5, except to the extent of their indirect pecuniary interests therein.
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.
Consists of 3,040 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.