SEC Form 4 · accession 0001239242-15-000002
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 9, 2015
Accepted (ET)
Mar 11, 2015 · 4:12 pm EDT
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 StockF1 | Mar 9, 2015 | S | 148 | $15.62 | D | 105 | I | By LLC |
| Class A Common StockF2 | Mar 9, 2015 | S | 5,992 | $15.63 | D | 82,270 | I | By Funds |
| Class A Common StockF3 | Mar 9, 2015 | S | 508 | $15.63 | D | 6,975 | I | By Funds |
| Class A Common StockF4 | Mar 10, 2015 | S | 105 | $15.07 | D | 0 | I | By LLC |
| Class A Common StockF5 | Mar 10, 2015 | S | 82,270 | $15.17 | D | 0 | I | By Funds |
| Class A Common StockF6 | Mar 10, 2015 | S | 6,975 | $15.17 | D | 0 | I | By Funds |
| Class A Common Stock | holding | — | — | — | 15,085 | D | ||
| Class A Common StockF7 | holding | — | — | — | 33,117 | I | By LLC | |
| Class A Common StockF8 | holding | — | — | — | 18,910 | I | By Funds | |
| Class B Common StockF9 | holding | — | — | — | 40,000 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Venrock Management, LLC ("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.
- F2Venrock Associates V, L.P. ("VA5") holds an aggregate of 82,270 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.
- F3Venrock Partners V, L.P. ("VP5") holds an aggregate of 6,975 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.
- F4VM holds an aggregate of 0 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.
- F5VA5 holds an aggregate of 0 shares of Class A Common Stock of the Issuer. 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.
- F6VP5 holds an aggregate of 0 shares of Class A Common Stock of the Issuer. 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.
- F7Consists of 33,117 shares of Class A Common Stock of the issuer held by the VR Management, LLC (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.
- F8VHCP 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.
- F9Consists 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.