Judith M. Matthews Form 3 Iterum Therapeutics / Judith M. Matthews 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^*

Matthews Judith M.

(Last) (First) (Middle)

C/O ITERUM THERAPEUTICS PLC, BLK 2

FL. 3, HARCOURT CENTRE, HARCOURT ST.

(Street)

DUBLIN L2 2

(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)

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

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)
Ordinary Shares	35,646	D

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)	(2)	Ordinary Shares	10,980	(1)	D
Series B-1 Preferred Shares	(3)	(2)	Ordinary Shares	3,038	(3)	D
Series B-2 Preferred Shares	(4)	(2)	Ordinary Shares	2,466	(4)	D
Stock Option (Right to Buy)	(5)	09/11/2027	Ordinary Shares	11,882	3.3	D

Explanation of Responses:

1. The Series A Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. 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. Not applicable.

3. 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.

4. 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.

5. The shares subject to this option shall vest at a rate of twenty-five percent of the total number of shares on the one-year anniversary of September 12, 2017 (the "Vesting Commencement Date") and 1/48th of the total number of shares each monthly anniversary of the Vesting Commencement Date thereafter for so long as the Reporting Person provides continuous service to the Issuer, such that the total number of shares shall be fully vested on the four-year anniversary of the Vesting Commencement Date.

Remarks:

	/s/ Judith M. Matthews	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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