SEC Form 4 · accession 0001239242-15-000001
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan E Roberts
Director
Period of report
Mar 3, 2015
Accepted (ET)
Mar 5, 2015 · 4:24 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001446847
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2 | Mar 3, 2015 | J | 16,498 | $0.00 | D | 0 | I | By Funds |
| Class A Common StockF4 | Mar 3, 2015 | J | 1,919,704 | $0.00 | D | 0 | I | By Funds |
| Class A Common StockF6 | Mar 3, 2015 | J | 148 | $0.00 | A | 253 | I | By LLC |
| Class A Common StockF8 | Mar 3, 2015 | J | 64 | $0.00 | A | 15,085 | D | |
| Class A Common StockF8,F9 | holding | — | — | — | 33,117 | I | By LLC | |
| Class A Common StockF10 | holding | — | — | — | 88,262 | I | By Funds | |
| Class A Common StockF11 | holding | — | — | — | 7,483 | I | By Funds | |
| Class A Common StockF12 | holding | — | — | — | 18,910 | I | By Funds | |
| Class B Common StockF13 | holding | — | — | — | 40,000 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On March 3, 2015, Venrock Entrepreneurs Fund, L.P. ("VEF") distributed an aggregate of 16,498 shares of the Class A Common Stock of the Issuer to its partners pro rata based on their respective interests in VEF. After the distribution, VEF held an aggregate of 0 shares of Class A Common Stock of the Issuer.
- F10Venrock 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.
- F11Venrock 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.
- F12VHCP 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.
- F13Consists 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.
- F2VEF holds an aggregate of 0 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.
- F3On March 3, 2015, Venrock Associates ("VA") distributed an aggregate of 1,919,704 shares of the Class A Common Stock of the Issuer to its partners pro rata based on their respective interests in VA. After the distribution, VA held an aggregate of 0 shares of Class A Common Stock of the Issuer.
- F4VA holds an aggregate of 0 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.
- F5In the distribution, VM received an aggregate of 148 shares. For VM, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership.
- F6VM holds an aggregate of 253 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.
- F7In the distribution, Dr. Roberts received an aggregate of 64 shares in connection with his partnership interest in VA. For Dr. Roberts, this represents a change in form of ownership from indirect to direct but does not represent a change in beneficial ownership.
- F8In September 2014 and January 2015, Dr. Roberts transferred an aggregate of 198 shares of the Class A Common Stock of the Issuer and 182 shares of the Class A Common Stock of the Issuer, respectively, to VR Management, LLC (the "Management Company"). For Dr. Roberts, this represents a change in form of ownership from direct to indirect but does not represent a change in beneficial ownership.
- F9Consists of 33,117 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.