X0306 4 2020-01-21 0001659323 Iterum Therapeutics plc ITRM 0001553071 Frazier Healthcare VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE WA 98101 0 0 1 0 0001575192 Frazier Healthcare VII-A, L.P. 601 UNION STREET, SUITE 3200 SEATTLE WA 98101 0 0 1 0 0001654632 FHM VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE WA 98101 0 0 1 0 0001654631 FHM VII, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE WA 98101 0 0 1 0 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 1167000 1167000.00 A 2025-01-31 Ordinary Shares 1167000 1167000 D 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 333000 333000.00 A 2025-01-31 Ordinary Shares 333000 333000 D On January 21, 2020, Iterum Therapeutics Bermuda Limited (the "Issuer"), a wholly-owned subsidiary of Iterum Therapeutics plc (the "Company"), issued and sold, among other things, 6.500% exchangeable senior subordinated notes due 2025 (the "Exchangeable Notes") pursuant to a securities purchase agreement among the Issuer, the Company, the Company's wholly-owned subsidiaries and a group of accredited investors. Subject to the terms of the indenture governing the Exchangeable Notes, on or after January 21, 2021 until the second scheduled trading day immediately preceding January 15, 2025, holders may exchange the Exchangeable Notes at any time. The Exchangeable Notes are exchangeable into, at the Company's election, Ordinary Shares of the Company, cash or a combination of Ordinary Shares and cash, at an initial exchange rate of 1,000 shares per $1,000 principal amount of Exchangeable Notes (equivalent to an initial exchange price of approximately $1.00 per Ordinary Share). The Exchangeable Notes mature on January 31, 2025, unless earlier exchanged, redeemed or repurchased in accordance with their terms. The Exchangeable Note is held directly by Frazier Healthcare VII, L.P. ("FH VII"). The sole general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the securities held by FH VII. FHM VII, L.P. and FHM VII, L.L.C. disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of its pecuniary interest therein, if any. The Exchangeable Note is held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The sole general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C. FHM VII, L.P. and FHM VII, L.L.C. disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of its pecuniary interest therein, if any. __________________________________ Steve R. Bailey, Attorney-In-Fact for Frazier Healthcare VII, L.P. 2020-01-22 /s/ Steve R. Bailey, Attorney-In-Fact for Frazier Healthcare VII-A, L.P. 2020-01-22 /s/ Steve R. Bailey, Attorney-In-Fact for FHM VII, L.P. 2020-01-22 /s/ Steve R. Bailey, Attorney-In-Fact for FHM VII, L.L.C. 2020-01-22