Home > Insider Trading > Filing (0001239242-14-000024)

Filing Details

Accession Number:: 0001239242-14-000024
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-16 16:16:34
Reporting Period:: 2014-12-12

Filing Date:: 2014-12-16
Accepted Time:: 2014-12-16 16:16:34
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	2014-12-12	18,592	$15.21	17,698	No	4	S	Indirect	By Funds
Class A Common Stock	Disposition	2014-12-15	1,200	$15.06	16,498	No	4	S	Indirect	By Funds
Class A Common Stock	Acquisiton	2014-12-15	182	$13.70	15,401	No	4	A	Direct

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	1,919,704	Indirect	By Funds
Class A Common Stock	32,737	Indirect	By LLC
Class A Common Stock	105	Indirect	By LLC
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

Footnotes

Venrock Entrepreneurs Fund, L.P. ("VEF") holds an aggregate of 17,698 shares of Class A 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.
VEF holds an aggregate of 16,498 shares of Class A Common Stock of the Issuer. 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.
Issued pursuant to Director Compensation Plan.
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 fourth quarter of fiscal 2014 in the aggregate amount of $2,493.
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 380 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.
Venrock Associates ("VA") holds an aggregate of 1,919,704 shares of Class A Common Stock of the Issuer. The reporting person is a general partner of VA 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.
Consists of 32,737 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.
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 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, 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.