FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Currie Mark G
2. Issuer Name and Ticker or Trading Symbol

IRONWOOD PHARMACEUTICALS INC [ IRWD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

4/1/2019
(Street)

CAMBRIDGE, MA 02142
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/1/2019     A    1483   A   (1) 529963   D    
Class A Common Stock   4/1/2019     A (2)    2995   A $0.00   532958   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Employee Stock Option (Right to Buy)   $5.48   (3) 4/1/2019     D         20000   (3)     (3) 7/28/2019   Class A Common Stock   20000     (3) 0   D    
Employee Stock Option (Right to Buy)   $11.11   (3) 4/1/2019     D         41041   (3)     (3) 2/1/2021   Class A Common Stock   41041     (3) 0   D    
Employee Stock Option (Right to Buy)   $15.62   (3) 4/1/2019     D         25000   (3)     (3) 3/16/2025   Class A Common Stock   25000     (3) 0   D    
Employee Stock Option (Right to Buy)   $13.11   (4) 4/1/2019     D         8029   (4)     (5) 2/1/2022   Class A Common Stock   8029     (4) 101971   D    
Employee Stock Option (Right to Buy)   $11.65   (6) 4/1/2019     D         9617   (6)     (5) 2/1/2023   Class A Common Stock   9617     (6) 190383   D    
Employee Stock Option (Right to Buy)   $12.56   (7) 4/1/2019     D         1771   (7)     (5) 3/3/2024   Class A Common Stock   1771     (7) 83229   D    
Employee Stock Option (Right to Buy)   $9.12   (8) 4/1/2019     D         44063   (8)     (9) 3/1/2026   Class A Common Stock   44063     (8) 107707   D    
Employee Stock Option (Right to Buy)   $14.93   (8) 4/1/2019     D         109375   (8)     (10) 2/27/2027   Class A Common Stock   109375     (8) 140625   D    
Employee Stock Option (Right to Buy)   $12.95   (8) 4/1/2019     D         147813   (8)     (11) 2/21/2028   Class A Common Stock   147813     (8) 67187   D    
Employee Stock Option (Right to Buy)   $11.49   (8) 4/1/2019     D         562500   (8)     (12) 1/29/2029   Class A Common Stock   562500     (8) 37500   D    
Employee Stock Option (Right to Buy)   $10.02   (13)                    (5) 2/2/2020   Class A Common Stock   8888     8888   D    
Employee Stock Option (Right to Buy)   $13.91   (13)                    (5) 3/16/2025   Class A Common Stock   131250     131250   D    
Employee Stock Option (Right to Buy)   $13.91   (13)                    (14) 3/16/2025   Class A Common Stock   25000     25000   D    

Explanation of Responses:
(1)  In connection with the separation (the "Separation"), of Cyclerion Therapeutics, Inc. ("Cyclerion") from Ironwood Pharmaceuticals, Inc. ("Ironwood"), the reporting person received 1,483 restricted stock units as a result of the adjustment of existing Ironwood restricted stock units held by the reporting person prior to the Separation. The award vests as shares of Class A Common Stock on May 9, 2019.
(2)  Issued pursuant to the Director Compensation Plan, effective as of January 2014.
(3)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the Ironwood option award was replaced with an option to purchase shares of Cyclerion Common Stock.
(4)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 8,029 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 101,971 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award.
(5)  This option, granted as an annual performance award, is presently exercisable in full.
(6)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 9,617 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 190,383 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award.
(7)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, 1,771 shares of Class A Common Stock underlying this award were replaced with an option to purchase shares of Cyclerion Common Stock. With respect to the remaining 83,229 shares of Class A Common Stock underlying this award, the exercise price was adjusted and the reporting person received options to purchase shares of Cyclerion Common Stock to preserve the pre-Separation intrinsic value of such portion of the Ironwood option award.
(8)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the unvested portion of the Ironwood option award was replaced with an option to purchase shares of Cyclerion Common Stock. The exercise price of the vested portion of the Ironwood option award has been adjusted, and the reporting person received additional options to purchase shares of Cyclerion Common Stock, to preserve the pre-Separation intrinsic value of the vested portion of the Ironwood option award.
(9)  The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2016.
(10)  The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2017.
(11)  The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2018.
(12)  The option, granted as an annual performance award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of January 1, 2019.
(13)  Represents options to purchase Ironwood Class A Common Stock awarded to the reporting person prior to the Separation. In connection with the Separation, the exercise price of the option was adjusted, and the reporting person received options to purchase shares of Cyclerion Common Stock, to preserve the pre-Separation intrinsic value of the existing Ironwood option award.
(14)  This milestone-based option is presently exercisable in full.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Currie Mark G
C/O IRONWOOD PHARMACEUTICALS, INC.
301 BINNEY STREET
CAMBRIDGE, MA 02142
X



Signatures
/s/ Conor Kilroy, Attorney-in-Fact 4/3/2019
** 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.
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