0000899140-20-000523.txt : 20201109 0000899140-20-000523.hdr.sgml : 20201109 20201109095956 ACCESSION NUMBER: 0000899140-20-000523 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201109 DATE AS OF CHANGE: 20201109 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IRONWOOD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001446847 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043404176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85292 FILM NUMBER: 201296418 BUSINESS ADDRESS: STREET 1: 100 SUMMER STREET, SUITE 2300 CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 617-621-7722 MAIL ADDRESS: STREET 1: 100 SUMMER STREET, SUITE 2300 CITY: BOSTON STATE: MA ZIP: 02110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 IRS NUMBER: 900924432 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D/A 1 s13da2.htm SCHEDULE 13D/A, AMENDMENT #2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*

Ironwood Pharmaceuticals, Inc.
(Name of Issuer)
 
 
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
 
 
46333X108
(CUSIP Number)
 
 
Mark DiPaolo
Senior Partner, General Counsel
Sarissa Capital Management LP
660 Steamboat Road
Greenwich, CT 06830
203-302-2330
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
 
November 5, 2020
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 46333X108
Page 2 of 3 Pages
SCHEDULE 13D
Item 1. Security and Issuer.
This statement constitutes Amendment No. 2 to the Schedule 13D (this “Amendment No. 2”) relating to the Class A Common Stock, par value $0.001 (the “Shares”), issued by Ironwood Pharmaceuticals, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on May 16, 2019, as amended by Amendment No. 1 (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 4. Source or Amount of Funds or Other Consideration.
Item 4 of the Initial Schedule 13D is hereby amended by adding the following:
On November 5, 2020, Alexander J. Denner, Ph.D., was appointed to the board of directors of the Issuer.  Dr. Denner is the founder and Chief Investment Officer of Sarissa Capital.  Sarissa Capital focuses on improving the strategies of companies to enhance shareholder value.  Dr. Denner stated, “I look forward to working with my fellow board members to create value at the Issuer.”
CUSIP No. 46333X108
Page 3 of 3 Pages
SCHEDULE 13D
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2020

SARISSA CAPITAL MANAGEMENT LP

By:
/s/ Mark DiPaolo
  
 
Name: Mark DiPaolo
  
 
Title: Senior Partner, General Counsel
  


SARISSA CAPITAL OFFSHORE MASTER FUND LP
By: Sarissa Capital Offshore Fund GP LLC, its general partner

By:
/s/ Mark DiPaolo
  
 
Name: Mark DiPaolo
  
 
Title: Authorized Person
  


SARISSA CAPITAL CATAPULT FUND LLC
By: Sarissa Capital Management LP, its managing member

By:
/s/ Mark DiPaolo
  
 
Name: Mark DiPaolo
  
 
Title: Senior Partner, General Counsel
  


SARISSA CAPITAL HAWKEYE FUND LP
By: Sarissa Capital Fund GP LP, its general partner

By:
/s/ Mark DiPaolo
  
 
Name: Mark DiPaolo
  
 
Title: Authorized Person
  


SARISSA CAPITAL ATHENA FUND LTD

By:
/s/ Alexander J. Denner, Ph.D.
  
 
Name: Alexander J. Denner, Ph.D.
  
 
Title: Director
  


 
/s/ Alexander J. Denner, Ph.D.
  
Alexander J. Denner, Ph.D.