Filing Details

Accession Number:
0001239242-14-000004
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-01-13 17:26:01
Reporting Period:
2014-01-09
Filing Date:
2014-01-13
Accepted Time:
2014-01-13 17:26:01
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
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2014-01-09 225,996 $12.40 1,240,167 No 4 S Indirect By Funds
Class A Common Stock Disposition 2014-01-09 42,911 $12.40 235,476 No 4 S Indirect By Funds
Class A Common Stock Disposition 2014-01-10 252,127 $13.12 988,040 No 4 S Indirect By Funds
Class A Common Stock Disposition 2014-01-10 47,873 $13.12 187,603 No 4 S Indirect By Funds
Class A Common Stock Disposition 2014-01-13 213,840 $12.57 774,200 No 4 S Indirect By Funds
Class A Common Stock Disposition 2014-01-13 40,603 $12.57 147,000 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
No 4 S Indirect By Funds
No 4 S Indirect By Funds
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
  1. 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.
  2. VHCP holds an aggregate of 1,240,167 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.
  3. VHCP Co-Investment holds an aggregate of 235,476 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.
  4. VHCP holds an aggregate of 988,040 shares of Class A Common Stock of the Issuer. 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.
  5. VHCP Co-Investment holds an aggregate of 187,603 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.
  6. VHCP holds an aggregate of 774,200 shares of Class A Common Stock of the Issuer. 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.
  7. VHCP Co-Investment holds an aggregate of 147,000 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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.
  17. 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.