0000899243-21-006406.txt : 20210212
0000899243-21-006406.hdr.sgml : 20210212
20210212202213
ACCESSION NUMBER: 0000899243-21-006406
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210211
FILED AS OF DATE: 20210212
DATE AS OF CHANGE: 20210212
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DENNER ALEXANDER J
CENTRAL INDEX KEY: 0001361754
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631344
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
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631345
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: Sarissa Capital Offshore Master Fund LP
CENTRAL INDEX KEY: 0001577530
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631346
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 Catapult Fund LLC
CENTRAL INDEX KEY: 0001716725
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631347
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 Hawkeye Fund LP
CENTRAL INDEX KEY: 0001777184
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631348
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 Master Fund II LP
CENTRAL INDEX KEY: 0001811636
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 21631349
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
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
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-11
1
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 LP
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
Ordinary Shares
2021-02-11
4
C
0
20619949
A
20616949
I
See footnotes
Ordinary Shares
2021-02-11
4
S
0
10000000
2.59
D
10619949
I
See footnotes
Ordinary Shares
2021-02-12
4
S
0
10619949
2.27
D
0
I
See footnotes
6.500% Exchangeable Senior Subordinated Note due 2025
2021-02-11
4
C
0
15000000
D
2021-01-21
2025-01-31
Ordinary Shares
20619949
0
I
See Footnotes
Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.
(continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) 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") was the direct beneficial owner of 245,178 Ordinary Shares.
Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.
On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.
The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.
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. 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.
Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.
SARISSA CAPITAL MANAGEMENT LP, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Senior Partner, General Counsel
2021-02-12
SARISSA CAPITAL OFFSHORE MASTER FUND LP, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Authorized Person
2021-02-12
SARISSA CAPITAL CATAPULT FUND LLC, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Authorized Person
2021-02-12
SARISSA CAPITAL HAWKEYE FUND LLC, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Authorized Person
2021-02-12
SARISSA CAPITAL MASTER FUND II LLC, By: /s/ Mark DiPaolo, Name: Mark DiPaolo, Title: Authorized Person
2021-02-12
/s/ Alexander J. Denner
2021-02-12