Healy James Form 4 Iterum Therapeutics / JAMES HEALY ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEALY JAMES

(Last) (First) (Middle)

C/O ITERUM THERAPEUTICS LIMITED, BLK 2

FL. 3, HARCOURT CENTRE, HARCOURT ST.

(Street)

DUBLIN L2 2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Iterum Therapeutics plc [ ITRM ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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
Ordinary Shares	05/30/2018		C		721,408	A	(1)	721,408	I	By Sofinnova Venture Partners IX, L.P.(2)
Ordinary Shares	05/30/2018		C		275,446	A	(3)	996,854	I	By Sofinnova Venture Partners IX, L.P.(2)
Ordinary Shares	05/30/2018		C		229,660	A	(4)	1,226,514	I	By Sofinnova Venture Partners IX, L.P.(2)
Ordinary Shares	05/30/2018		P		500,000	A	$13	1,726,514	I	By Sofinnova Venture Partners IX, L.P.(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Series A Preferred Shares	(1)	05/30/2018		C			721,408	(1)	(5)	Ordinary Shares	721,408	$0.00	0	I	By Sofinnova Venture Partners IX, L.P.(2)
Series B-1 Preferred Shares	(3)	05/30/2018		C			275,446	(3)	(5)	Ordinary Shares	275,446	$0.00	0	I	By Sofinnova Venture Partners IX, L.P.(2)
Series B-2 Preferred Shares	(4)	05/30/2018		C			229,660	(4)	(5)	Ordinary Shares	229,660	$0.00	0	I	By Sofinnova Venture Partners IX, L.P.(2)

Explanation of Responses:

1. The Series A Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

2. These shares are held directly by Sofinnova Venture Partners IX, L.P. (the "Fund"). The general partner of the Fund is Sofinnova Management IX, L.L.C. (the "GP") and may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Fund. Dr. James I. Healy, Michael F. Powell, Ph.D., and Dr. Anand Mehra are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by the Fund. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his proportionate pecuniary interest therein, if any.

3. The Series B-1 Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

4. The Series B-2 Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

5. Not applicable.

Remarks:

	/s/ Alan Hambelton, attorney-in-fact for James I. Healy	05/30/2018
	** Signature of Reporting Person	Date
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