FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2011 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 01/18/2011 | J(1) | 241 | A | $0 | 878 | D | |||
Class A Common Stock | 03/31/2011 | A | 178 | A | $0 | 178 | I | VR Management, LLC(2) | ||
Class A Common Stock | 04/20/2011 | J(3) | 178 | A | $0 | 1,056 | D | |||
Class A Common Stock | 06/30/2011 | A | 159 | A | $0 | 159 | I | VR Management, LLC(4) | ||
Class A Common Stock | 07/21/2011 | J(5) | 159 | A | $0 | 1,215 | D | |||
Class A Common Stock | 09/30/2011 | A | 231 | A | $0 | 231 | I | VR Management, LLC(6) | ||
Class A Common Stock | 10/18/2011 | J(7) | 231 | A | $0 | 1,446 | D | |||
Class A Common Stock | 12/31/2011 | A | 208 | A | $0 | 208 | I | VR Mangement, LLC(8) | ||
Class A Common Stock | 01/25/2012 | J(9) | 208 | A | $0 | 1,654 | D | |||
Class A Common Stock | 03/30/2012 | A | 187 | A | $0 | 187 | I | VR Management, LLC(10) | ||
Class A Common Stock | 04/23/2012 | J(11) | 187 | A | $0 | 1,841 | D | |||
Class A Common Stock | 06/29/2012 | A | 181 | A | $0 | 181 | I | VR Management, LLC(12) | ||
Class A Common Stock | 07/12/2012 | J(13) | 181 | A | $0 | 2,022 | D | |||
Class A Common Stock | 09/28/2012 | A | 195 | A | $0 | 195 | I | VR Management, LLC(14) | ||
Class A Common Stock | 10/11/2012 | J(15) | 195 | A | $0 | 2,217 | D | |||
Class A Common Stock | 12/31/2012 | A | 225 | A | $0 | 225 | I | VR Management, LLC(16) | ||
Class A Common Stock | 01/15/2013 | J(17) | 225 | A | $0 | 2,442 | D | |||
Class B Common Stock | 40,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. On January 18, 2011, Bryan E. Roberts, a director of the issuer, transferred record title to an aggregate of 241 shares to VR Management, LLC (the "Management Company"). |
2. On March 31, 2011, Dr. Roberts received a grant of 178 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
3. On April 20, 2011, Dr. Roberts transferred record title to an aggregate of 178 shares to the Management Company. |
4. On June 30, 2011, Dr. Roberts received a grant of 159 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
5. On July 21, 2011, Dr. Roberts transferred record title to an aggregate of 159 shares to the Management Company. |
6. On September 30, 2011, Dr. Roberts received a grant of 231 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
7. On October 18, 2011, Dr. Roberts transferred record title to an aggregate of 231 shares to the Management Company. |
8. On December 31, 2011, Dr. Roberts received a grant of 208 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
9. On January 25, 2012, Dr. Roberts transferred record title to an aggregate of 208 shares to the Management Company. |
10. On March 30, 2012, Dr. Roberts received a grant of 187 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
11. On April 23, 2012, Dr. Roberts transferred record title to an aggregate of 187 shares to the Management Company. |
12. On June 29, 2012, Dr. Roberts received a grant of 181 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
13. On July 12, 2012, Dr. Roberts transferred record title to an aggregate of 181 shares to the Management Company. |
14. On September 28, 2012, Dr. Roberts received a grant of 195 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
15. On October 11, 2012, Dr. Roberts transferred record title to an aggregate of 195 shares to the Management Company. |
16. On December 31, 2012, Dr. Roberts received a grant of 225 shares pursuant to the issuer's Director Compensation Plan. Dr. Roberts is a member of the Management Company. Under an agreement between Dr. Roberts and the Management Company, Dr. Roberts is deemed to hold the reported shares for the sole benefit of the Management Company and must hold or sell the shares solely upon the direction of the Management Company. The Management Company may be deemed the indirect beneficial owner of the shares, and Dr. Roberts may be deemed the indirect beneficial owner of the shares through his interest in the Management Company. |
17. On January 15, 2013, Dr. Roberts transferred record title to an aggregate of 225 shares to the Management Company. |
Remarks: |
/s/ David L. Stepp, Authorized Signatory | 03/19/2013 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |