Form Type: 4

SEC EDGAR Link
Accession Number:0001567619-21-005770
Date:2021-03-03
Issuer: IRONWOOD PHARMACEUTICALS INC (IRWD)
Original Submission Date:

Reporting Person:

DENNER ALEXANDER J
C/O IRONWOOD PHARMACEUTICALS, INC.
100 SUMMER STREET, SUITE 2300 BOSTON, MA 02110

Reporting Person:

SARISSA CAPITAL MANAGEMENT LP
660 STEAMBOAT ROAD
3RD FLOOR GREENWICH, CT 06830

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2021-03-03 P 350,000 a $10.02 15,740,000 indirect f2
CLASS A COMMON STOCK 2021-03-04 P 250,000 a $10.00 15,990,000 indirect f2
CLASS A COMMON STOCK 2021-03-05 P 175,000 a $10.01 16,165,000 indirect f2
CLASS A COMMON STOCK 0 $0.00 37,844 f1 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 shares held directly by dr. denner.
f2 consists of shares that are held by sarissa capital management lp ("sarissa capital") or by the funds and other investment vehicles (the "sarissa funds") for which sarissa capital serves as investment advisor. dr. denner is the chief investment officer of sarissa capital and the managing member, general partner or other control party of the sarissa funds. by virtue of the foregoing, dr. denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. each of sarissa capital, the sarissa funds and dr. denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.

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