ALEXANDER J. DENNER - 18 Jun 2024 Form 4 Insider Report for IRONWOOD PHARMACEUTICALS INC (IRWD)

Role: Director, 10%+ Owner
Signature: SARISSA CAPITAL MANAGEMENT LP, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Senior Partner, General Counsel
Issuer symbol: IRWD
Transactions as of: 18 Jun 2024
Net transactions value: $0
Form type: 4
Filing time: 21 Jun 2024, 16:05:04 UTC
Previous filing: 18 Jun 2024
Next filing: 18 Sep 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	IRWD	Class A Common Stock	Award	$0	+24,311	+20%	$0.000000	148,822	18 Jun 2024	Direct	F1
holding	IRWD	Class A Common Stock						16,390,000	18 Jun 2024	See Footnote	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The restricted stock, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year.
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.

Content

The restricted stock, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year.

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.