| 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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||||||
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| 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 B-1 Preferred Shares | (1) | (2) | Ordinary Shares | 13,921 | (1) | I | By Advent Life Sciences LLP(3) |
| Series B-1 Preferred Shares | (1) | (2) | Ordinary Shares | 391,147 | (1) | I | By Advent Life Sciences Fund II LP(4) |
| Series B-2 Preferred Shares | (5) | (2) | Ordinary Shares | 7,771 | (5) | I | By Advent Life Sciences LLP(3) |
| Series B-2 Preferred Shares | (5) | (2) | Ordinary Shares | 218,338 | (5) | I | By Advent Life Sciences Fund II LP(4) |
| Explanation of Responses: |
| 1. The Series B-1 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. 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. |
| 2. Not applicable. |
| 3. Securities are held by Advent Life Sciences LLP ("Advent"). The Reporting Person is a general partner of Advent, and disclaims beneficial ownership of the shares held by Advent except to the extent of his indirect pecuniary interest therein. |
| 4. Advent Life Sciences Fund II LP. Advent is the general partner of Advent Life Sciences Fund II LP and the Reporting Person is a partner of Advent. The Reporting Person and Advent disclaim beneficial ownership of the shares held by Advent Life Sciences Fund II LP except to the extent of his indirect pecuniary interest therein. |
| 5. The Series B-2 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. 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: |
| /s/ Shahzad Malik | 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). | ||
| 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 Number. | ||
