SEC Form 4 · accession 0001239242-15-000005
IRONWOOD PHARMACEUTICALS INC · IRWD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bryan E Roberts
Director
Period of report
Jun 15, 2015
Accepted (ET)
Jun 16, 2015 · 5:55 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 StockF2,F3 | Jun 15, 2015 | A | 145 | $12.06 | A | 31,951 | D | |
| Class A Common StockF4 | holding | — | — | — | 33,117 | I | By LLC | |
| Class A Common StockF5 | holding | — | — | — | 18,910 | I | By Funds | |
| Class B Common StockF6 | holding | — | — | — | 40,000 | I | By LLC |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Issued pursuant to Director Compensation Plan, effective as of January 2014.
- F2The 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 second quarter of fiscal 2015 in the aggregate amount of $1,749.
- F3The 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 16,866 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.
- F4Consists 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.
- F5VHCP 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.
- F6Consists 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.