0001567619-20-020223.txt : 20201123 0001567619-20-020223.hdr.sgml : 20201123 20201123170147 ACCESSION NUMBER: 0001567619-20-020223 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201122 FILED AS OF DATE: 20201123 DATE AS OF CHANGE: 20201123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Master Fund II LP CENTRAL INDEX KEY: 0001811636 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338658 BUSINESS ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 302 2330 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Hawkeye Fund LP CENTRAL INDEX KEY: 0001777184 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338659 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203 302 2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Catapult Fund LLC CENTRAL INDEX KEY: 0001716725 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338660 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Offshore Master Fund LP CENTRAL INDEX KEY: 0001577530 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338661 BUSINESS ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT STREET 2: 660 STEAMBOAT ROAD 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sarissa Capital Management LP CENTRAL INDEX KEY: 0001577524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338662 BUSINESS ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-302-2330 MAIL ADDRESS: STREET 1: 660 STEAMBOAT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DENNER ALEXANDER J CENTRAL INDEX KEY: 0001361754 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 201338663 MAIL ADDRESS: STREET 1: C/O SARISSA CAPITAL MANAGEMENT LP STREET 2: 660 STEAMBOAT ROAD, 3RD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: Denner Alexander J DATE OF NAME CHANGE: 20060504 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Iterum Therapeutics plc CENTRAL INDEX KEY: 0001659323 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BLOCK 2 FLOOR 3, HARCOURT CENTRE STREET 2: HARCOURT STREET CITY: DUBLIN STATE: L2 ZIP: 2 BUSINESS PHONE: (872) 225-6077 MAIL ADDRESS: STREET 1: BLOCK 2 FLOOR 3, HARCOURT CENTRE STREET 2: HARCOURT STREET CITY: DUBLIN STATE: L2 ZIP: 2 FORMER COMPANY: FORMER CONFORMED NAME: Iterum Therapeutics Ltd DATE OF NAME CHANGE: 20151124 3 1 doc1.xml FORM 3 X0206 3 2020-11-22 0 0001659323 Iterum Therapeutics plc ITRM 0001361754 DENNER ALEXANDER J C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001577524 Sarissa Capital Management LP 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001577530 Sarissa Capital Offshore Master Fund LP C/O SARISSA CAPITAL MANAGEMENT 660 STEAMBOAT ROAD 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001716725 Sarissa Capital Catapult Fund LLC C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001777184 Sarissa Capital Hawkeye Fund LP C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 0001811636 Sarissa Capital Master Fund II LP C/O SARISSA CAPITAL MANAGEMENT LP 660 STEAMBOAT ROAD, 3RD FLOOR GREENWICH CT 06830 0 0 1 0 6.500% Exchangeable Senior Subordinated Note due 2025 .7775 2021-01-21 2025-01-31 Ordinary Shares 19292768 I See footnotes See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit List: ------------- Exhibit 99.1 SARISSA CAPITAL MANAGEMENT LP; By: /s/ Mark DePaolo, Senior Partner, General Counsel 2020-11-23 SARISSA CAPITAL OFFSHORE MASTER FUND LP; By: /s/ Mark DiPaolo, Authorized Person 2020-11-23 SARISSA CAPITAL CATAPULT FUND LLC; /s/ Mark DiPaolo, Authorized Person 2020-11-23 SARISSA CAPITAL HAWKEYE FUND LP; By: /s/ Mark DiPaolo, Authorized Person 2020-11-23 SARISSA CAPITAL MASTER FUND II LP; By: /s/ Mark DiPaolo, Authorized Person 2020-11-23 /s/ Alexander J. Denner 2020-11-23 EX-99.1 2 d38724628.htm EXPLANATION OF RESPONSES Explanation of Responses:

(1)
As reflected in the Schedule 13D filed by Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the “Reporting Persons”) with the U.S. Securities and Exchange Commission on November 23, 2019 (the “Schedule 13D”), the Reporting Persons were deemed to have acquired beneficial ownership of Ordinary Shares (“Ordinary Shares”) of Iterum Therapeutics plc. (the “Issuer”) underlying the 6.500% exchangeable senior subordinated notes due 2025 issued by the Issuer on January 21, 2020, as set forth in this Form 3.  As of the date of this Form 3, and as more fully described in the Schedule 13D, (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership (“Sarissa Offshore”), directly beneficially owns 11,346,263 Ordinary Shares, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company (“Sarissa Catapult”), directly beneficially owns 4,423,189 Ordinary Shares and (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership (“Sarissa Hawkeye”) directly beneficially owns 3,293,919 Ordinary Shares and Sarissa Capital Master Fund II, a Delaware limited partnership (“Sarissa Master II” and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the “Sarissa Funds”), directly beneficially owns 229,397 Ordinary Shares. The Schedule 13D filed by the Reporting Persons is incorporated by reference in this Form 3; any description herein of the Schedule 13D is qualified in its entirety by reference to the Schedule 13D so filed by the Reporting Persons.

(2)
Sarissa Capital Management LP, a Delaware limited partnership (“Sarissa Capital”), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares.

(3)
Alexander J. Denner, Ph.D., a citizen of the United States of America (“Dr. Denner”), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.

(4)
Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Shares and Warrants except, in each case, to the extent of their pecuniary interest therein.