Sofinnova Venture Partners IX Form 4 Iterum Therapeutics / MICHAEL POWELL 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^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.,

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(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)

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)

	Form filed by One Reporting Person
X	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	D(2)
Ordinary Shares	05/30/2018		C		275,446	A	(3)	996,854	D(2)
Ordinary Shares	05/30/2018		C		229,660	A	(4)	1,226,514	D(2)
Ordinary Shares	05/30/2018		P		500,000	A	$13	1,726,514	D(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	0	D(2)
Series B-1 Preferred Shares	(3)	05/30/2018		C			275,446	(3)	(5)	Ordinary Shares	275,446	$0	0	D(2)
Series B-2 Preferred Shares	(4)	05/30/2018		C			229,660	(4)	(5)	Ordinary Shares	229,660	$0	0	D(2)

1. Name and Address of Reporting Person^*

Sofinnova Venture Partners IX, L.P.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.,

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

POWELL MICHAEL

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.,

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Sofinnova Management IX, L.L.C.

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.,

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Mehra Anand

(Last) (First) (Middle)

C/O SOFINNOVA VENTURES, INC.,

3000 SAND HILL ROAD, BLDG. 4, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

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. Each of the reporting persons disclaims beneficial ownership of such shares, except to the extent of his, her or its 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.

	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P.	05/30/2018
	/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C.	05/30/2018
	/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell	05/30/2018
	/s/ Nathalie Auber, attorney-in-fact for Anand Mehra	05/30/2018
	** Signature of Reporting Person	Date
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