FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

MacDonald Kelly

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/8/2019 

3. Issuer Name and Ticker or Trading Symbol

IRONWOOD PHARMACEUTICALS INC [IRWD]

(Last)        (First)        (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC., 301 BINNEY STREET

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Accounting Officer /

(Street)

CAMBRIDGE, MA 02142       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   71824   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)     (1) 3/16/2025   Class A Common Stock   1250   $13.91   D    
Employee Stock Option (Right to Buy)     (1) 3/3/2024   Class A Common Stock   1910   $12.56   D    
Employee Stock Option (Right to Buy)     (2) 11/3/2024   Class A Common Stock   1404   $12.02   D    
Employee Stock Option (Right to Buy)     (3) 12/1/2024   Class A Common Stock   2809   $12.19   D    
Employee Stock Option (Right to Buy)     (4) 10/1/2025   Class A Common Stock   3561   $9.31   D    
Employee Stock Option (Right to Buy)     (5) 3/1/2026   Class A Common Stock   5639   $9.12   D    
Employee Stock Option (Right to Buy)     (6) 12/15/2027   Class A Common Stock   2712   $14.00   D    

Explanation of Responses:
(1)  This option, granted as an annual performance award, is presently exercisable in full.
(2)  This option, granted as a recognition award, is presently exercisable in full.
(3)  This option, granted as a promotion award, is presently exercisable in full.
(4)  This option, granted as a promotion award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of October 1, 2015.
(5)  This 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 March 1, 2016.
(6)  This option, granted as a recognition award, vests as to 2.08333% of the shares of Class A Common Stock on each monthly anniversary of December 15, 2017.

Remarks:
Exhibit 24 - Power of Attorney

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

Chief Accounting Officer

Signatures
/s/ Conor Kilroy, Attorney-in-Fact 7/11/2019
** 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 5(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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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