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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Iterum Therapeutics plc [ ITRM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 466,793 | A | (1) | 466,793 | I | By New Leaf Ventures III, L.P.(2) | ||
Ordinary Shares | 05/30/2018 | C | 178,230 | A | (3) | 645,023 | I | By New Leaf Ventures III, L.P.(2) | ||
Ordinary Shares | 05/30/2018 | C | 148,603 | A | (4) | 793,626 | I | By New Leaf Ventures III, L.P.(2) | ||
Ordinary Shares | 05/30/2018 | P | 278,062 | A | $13 | 1,071,688 | I | By New Leaf Ventures III, L.P.(2) | ||
Ordinary Shares | 05/30/2018 | P | 384,615 | A | $13 | 384,615 | I | By New Leaf Biopharma Opportunities II, L.P.(5) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | 466,793 | (1) | (6) | Ordinary Shares | 466,793 | $0.00 | 0 | I | By New Leaf Ventures III, L.P.(2) | |||
Series B-1 Preferred Shares | (3) | 05/30/2018 | C | 178,230 | (3) | (6) | Ordinary Shares | 178,230 | $0.00 | 0 | I | By New Leaf Ventures III, L.P.(2) | |||
Series B-2 Preferred Shares | (4) | 05/30/2018 | C | 148,603 | (4) | (6) | Ordinary Shares | 148,603 | $0.00 | 0 | I | By New Leaf Ventures III, L.P.(2) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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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 for no additional consideration. |
2. These shares are held directly by New Leaf Ventures III, L.P. ("NLV-III"). New Leaf Venture Associates III, L.P. ("NLVA-III LP") is the general partner of NLV-III and New Leaf Venture Management III, L.L.C. ("NLVM-III LLC") is the general partner of NLVA-III LP, and each of NLVA-III LP and NLVM-III LLC may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NLV-III. Vijay Lathi, Liam Ratcliffe and Ronald Hunt, a member of the Issuer's Board of Directors, (the "Managing Directors") are the managing directors of NLVM-III LLC and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The Managing Directors, NLVA-III LP and NLVM-III LLC each disclaim Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of their respective 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 for no additional consideration. |
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 for no additional consideration. |
5. These shares are held directly by New Leaf Biopharma Opportunities II, L.P. ("NBPO-II"). New Leaf BPO Associates II, L.P. ("NBPO-IIA") is the general partner of NBPO-II and New Leaf BPO Management II, L.L.C. ("NBPO-IIM") is the general partner of NBPO-IIA, and each of NBPO-IIA and NBPO-IIM may be deemed to have sole voting, investment and dispositive power with respect to the shares held by NBPO-II. The Managing Directors are the managing directors of NBPO-IIM and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NBPO-II. The Managing Directors, NBPO-IIA and NBPO-IIM each disclaim Section 16 beneficial ownership of the securities held by NBPO-II, except to the extent of their respective pecuniary interest therein, if any. |
6. Not applicable. |
Remarks: |
/s/ Craig L. Slutzkin, attorney-in-fact for Vijay Lathi | 05/31/2018 | |
/s/ Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe | 05/31/2018 | |
** 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 4 (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. |