Brenton Karl Ahrens Form 3 Iterum Therapeutics / Brenton Karl Ahrens ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Ahrens Brenton Karl

(Last) (First) (Middle)

C/O CANAAN PARTNERS

285 RIVERSIDE AVE., SUITE 250

(Street)

WESTPORT CT 06880

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2018

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

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

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

5. 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 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Series A Preferred Shares	(1)	(1)	Ordinary Shares	721,408	(1)	I	By Canaan X, L.P.(2)
Series B-1 Preferred Shares	(3)	(3)	Ordinary Shares	275,446	(3)	I	By Canaan X, L.P.(2)
Series B-2 Preferred Shares	(4)	(4)	Ordinary Shares	229,660	(4)	I	By Canaan X, L.P.(2)

Explanation of Responses:

1. The Series A Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series A Preferred Shares will automatically convert 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 Canaan X L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners X LLC ("Canaan X", and together with the Canaan Fund, the "Canaan Entities"). Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. The Reporting Person, a manager and member of Canaan X, serves as the representative of the Canaan Entities on the Issuer's board of directors. The Reporting Person disclaims Section 16 beneficial ownership in the securities held by the Canaan Entities, except to the extent of his pecuniary interest therein, if any, in such securities by virtue of the limited liability company interests he owns in Canaan X.

3. The Series B-1 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series B-1 Preferred Shares will automatically convert 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 are convertible into Ordinary Shares of the Issuer at the option of the holder and have no expiration date. The Series B-2 Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Janine MacDonald, Attorney-in-Fact for Brenton K. Ahrens	05/24/2018
	** 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).
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