¨
|
Rule
13d-1(b)
|
¨
|
Rule
13d-1(c)
|
x
|
Rule
13d-1(d)
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris Venture Partners II, L.P.
(“PVP II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
6,100,678
shares1, except
that (i) Polaris Venture Management Co. II, L.L.C. (“PVM II”), the general
partner of PVP IV, may be deemed to have sole power to vote these shares,
and (ii) Jonathan A. Flint (“Flint”), a managing member of PVM II, may be
deemed to have shared power to vote these shares, and Terrance G. McGuire
(“McGuire”), a managing member of PVM II, may be deemed to have shared
power to vote these shares.
|
||
6
|
SHARED
VOTING POWER
See
response to row 5
|
|||
7
|
SOLE
DISPOSITIVE POWER
6,100,678
shares1,
except that (i) PVM II, the general partner of PVP II, may be deemed to
have sole power to dispose of these shares, and (ii) Flint, a managing
member of PVM II, may be deemed to have shared power to dispose of these
shares, and McGuire, a managing member of PVM II, may be deemed to have
shared power to dispose of these shares.
|
|||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
6,100,678
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES*
|
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.55%
|
||
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris Venture Partners
Founders’ Fund II, L.P. (“PVP Founders II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
163,302
shares2, except
that (i) PVM II, the general partner of PVP Founders II, may be deemed to
have sole power to vote these shares, and (ii) Flint, a managing member of
PVM II, may be deemed to have shared power to vote these shares, and
McGuire, a managing member of PVM II, may be deemed to have shared power
to vote these shares.
|
||
6
|
SHARED
VOTING POWER
See
response to row 5
|
|||
7
|
SOLE
DISPOSITIVE POWER
163,302
shares2,
except that (i) PVM II, the general partner of PVP Founders II, may be
deemed to have sole power to dispose of these shares, and (ii) Flint, a
managing member of PVM II, may be deemed to have shared power to dispose
of these shares, and McGuire, a managing member of PVM II, may be deemed
to have shared power to dispose of these shares.
|
|||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
163,302
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES*
|
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
0.31%
|
||
12
|
TYPE
OF REPORTING PERSON*
|
PN
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Polaris
Venture Management Co. II, L.L.C. (“PVM
II”)
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
6,263,980 shares, of
which 6,100,678
shares1
are directly owned by PVP II and 163,302 shares2
are directly owned by PVP Founders II, except that Flint, a
managing member of PVM II (which is general partner of each of PVP II and
PVP Founders II and may be deemed to have sole power to vote these
shares), may be deemed to have shared power to vote these shares, and
McGuire, a managing member of PVM II, may be deemed to have shared power
to vote these shares.
|
||
6
|
SHARED
VOTING POWER
See
response to row 5
|
|||
7
|
SOLE
DISPOSITIVE POWER
6,263,980 shares, of
which 6,100,678
shares1
are directly owned by PVP II and 163,302 shares2
are directly owned by PVP Founders II, except that Flint, a managing
member of PVM II (which is general partner of PVP II and PVP Founders II
and may be deemed to have sole power to dispose of these shares), may be
deemed to have shared power to dispose of these shares, and McGuire, a
managing member of PVM II, may be deemed to have shared power to dispose
of these shares.
|
|||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
6,263,980
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES*
|
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
11.86%
|
||
12
|
TYPE
OF REPORTING PERSON*
|
OO
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Terrance
G. McGuire
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
6,303,980 shares, of which
6,100,678 shares1
are directly owned by PVP II, 163,302 shares2 are
directly owned by PVP Founders II and 40,000 shares3 are directly owned
by Bartlett Partners, LLC (“BP”). McGuire is a managing member of (i) PVM
II, which is (A) the general partner of PVP II and (B) the general partner
of PVP Founder II and (ii) BP, and may be deemed to have shared power to
vote these shares.
|
||
6
|
SHARED
VOTING POWER
See
response to row 5
|
|||
7
|
SOLE
DISPOSITIVE POWER
6,303,980 shares, of which
6,100,678 shares1 are
directly owned by PVP II, 163,302 shares2 are
directly owned by PVP Founders II and 40,000 shares3
are directly owned by BP. McGuire is a managing member of (i)
PVM II, which is (A) the general partner of PVP II and (B) the general
partner of PVP Founder II and (ii) BP, and may be deemed to have shared
power to dispose of these shares.
|
|||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
6,303,980
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES*
|
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.0%
|
||
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
1
|
NAME
OF REPORTING PERSON
SS
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan
A. Flint
|
|||
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ¨ (b) x
|
|||
3
|
SEC
USE ONLY
|
|||
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
|||
NUMBER
OF SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
6,303,980 shares, of which
6,100,678 shares1
are directly owned by PVP II, 163,302 shares2 are
directly owned by PVP Founders II and 40,000 shares3
are directly owned by BP. Flint is a managing member of (i) PVM II, which
is (A) the general partner of PVP II and (B) the general partner of PVP
Founder II and (ii) BP, and may be deemed to have shared power to vote
these shares.
|
||
6
|
SHARED
VOTING POWER
See
response to row 5
|
|||
7
|
SOLE
DISPOSITIVE POWER
6,303,980 shares, of which
6,100,678 shares1 are
directly owned by PVP II, 163,302 shares2 are
directly owned by PVP Founders II and 40,000 shares3 are
directly owned by BP. Flint is a managing member of (i) PVM II,
which is (A) the general partner of PVP II and (B) the general partner of
PVP Founder II and (ii) BP, and may be deemed to have shared power to
dispose of these shares.
|
|||
8
|
SHARED
DISPOSITIVE POWER
See
response to row 7
|
|||
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING
PERSON
|
6,303,980
|
||
10
|
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN
SHARES*
|
¨
|
||
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
|
12.0%
|
||
12
|
TYPE
OF REPORTING PERSON*
|
IN
|
ITEM
1(A).
|
NAME OF
ISSUER
|
|
Ironwood
Pharmaceuticals, Inc.
|
ITEM
1(B).
|
ADDRESS OF ISSUER’S
PRINCIPAL EXECUTIVE OFFICES
|
|
301
Binney Street
|
|
Cambridge,
MA 02142, United States
|
ITEM
2(A).
|
NAME OF PERSONS
FILING
|
|
PVP
II, PVP Founders II, PVM II, Flint and McGuire. The foregoing
entities and individuals are collectively referred to as the “Reporting
Persons.”
|
|
Flint
and McGuire are the sole managing members of PVM II (the sole general
partner of PVP II and PVP Founders II). To the extent feasible,
PVP Founders II invests alongside PVP
II.
|
ITEM
2(B).
|
ADDRESS OF PRINCIPAL
OFFICE
|
ITEM
2(C).
|
CITIZENSHIP
|
|
Flint and McGuire are United States
citizens. PVP II and PVP Founders II are limited
partnerships organized under the laws of the State of
Delaware. PVM II is a limited liability company organized under
the laws of the State of Delaware.
|
ITEM
2(D).
|
TITLE OF CLASS OF
SECURITIES AND CUSIP NUMBER
|
|
Class
A Common Stock, $0.001 par value per share. The Reporting
Persons beneficially own shares of Class B Common Stock, $0.001 par value
per share. Each share of Class B Common Stock is convertible
into one share of Class A Common Stock at the option of the holder
thereof. The rights of the holders of Class A Common Stock and
Class B Common Stock are identical, except with respect to conversion
rights (noted above) and voting rights. Each share of Class A Common Stock
is entitled to one vote per share and each share of Class B Common Stock
is entitled to one vote per share, except that in certain circumstances,
each share of Class B Common Stock is entitled to ten votes per
share.
|
ITEM
2(E).
|
CUSIP
NUMBER
|
ITEM
3.
|
Not
Applicable
|
ITEM
4.
|
OWNERSHIP
|
|
The
approximate percentages of Common Stock reported as beneficially owned by
the Reporting Persons is based upon 46,560,437 shares of Class A Common
Stock outstanding as of November 1, 2010, as reported on Ironwood
Pharmaceuticals, Inc.’s Form 10-Q for the quarter ended September 30,
2010, plus the aggregate number of shares of Class B Common Stock
beneficially owned by the Reporting
Persons.
|
|
The
following information with respect to the ownership of the ordinary shares
of the issuer by the Reporting Persons filing this Statement is provided
as of December 31, 2010:
|
|
(a)
|
Amount beneficially
owned:
|
|
See
Row 9 of cover page for each Reporting
Person.
|
|
(b)
|
Percent of
Class:
|
|
See
Row 11 of cover page for each Reporting
Person.
|
|
(c)
|
Number of shares as to
which such person has:
|
|
(i)
|
Sole power to vote or
to direct the vote:
|
|
See
Row 5 of cover page for each Reporting
Person.
|
|
(ii)
|
Shared power to vote
or to direct the vote:
|
|
(iii)
|
Sole power to dispose
or to direct the disposition
of:
|
|
(iv)
|
Shared power to
dispose or to direct the disposition
of:
|
|
See
Row 8 of cover page for each Reporting
Person.
|
ITEM
5.
|
OWNERSHIP OF FIVE
PERCENT OR LESS OF A CLASS
|
|
Not
applicable.
|
ITEM
6.
|
OWNERSHIP OF MORE THAN
FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
|
|
Under
certain circumstances set forth in the limited partnership agreements of
PVP II and PVP Founders II, and the limited liability company agreement of
PVM II, the general and limited partners or members of each such entity,
as applicable, may be deemed to have the right to receive dividends from,
or the proceeds from, the sale of shares of the issuer owned by each such
entity of which they are a partner or member, as
applicable.
|
ITEM
7.
|
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING
COMPANY
|
|
Not
applicable.
|
ITEM
8.
|
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE
GROUP.
|
|
Not
applicable.
|
ITEM
9.
|
NOTICE OF DISSOLUTION
OF GROUP.
|
|
Not
applicable.
|
ITEM
10.
|
CERTIFICATION.
|
|
Not
applicable.
|
POLARIS
VENTURE PARTNERS II, L.P.
|
|
By:
Polaris Venture Management Co. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
POLARIS
VENTURE PARTNERS FOUNDERS’ FUND II, L.P.
|
|
By:
Polaris Venture Management Co. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
POLARIS
VENTURE MANAGEMENT CO. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
JONATHAN
A. FLINT
|
|
By:
|
*
|
Jonathan
A. Flint
|
|
TERRANCE
G. MCGUIRE
|
|
By:
|
*
|
Terrance
G.
McGuire
|
*By:
|
/s/ John
Gannon
|
Name:
|
John Gannon
|
Attorney-in-Fact
|
POLARIS
VENTURE PARTNERS II, L.P.
|
|
By:
Polaris Venture Management Co. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
POLARIS
VENTURE PARTNERS FOUNDERS’ FUND II, L.P.
|
|
By:
Polaris Venture Management Co. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
POLARIS
VENTURE MANAGEMENT CO. II, L.L.C.
|
|
By:
|
*
|
Managing
Member
|
|
JONATHAN
A. FLINT
|
|
By:
|
*
|
Jonathan
A. Flint
|
|
TERRANCE
G. MCGUIRE
|
|
By:
|
*
|
Terrance
G. McGuire
|
*By:
|
/s/ John Gannon
|
Name:
|
John Gannon
|
Attorney-in-Fact
|