SEC Form 4 · accession 0001209191-18-034197
Iterum Therapeutics plc · ITRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Patrick J Heron
Director · 10% Owner
Frazier Healthcare VII, L.P.
10% Owner
Frazier Healthcare VII-A, L.P.
10% Owner
FHM VII, L.L.C.
10% Owner
FHM VII, L.P.
10% Owner
Period of report
May 30, 2018
Accepted (ET)
May 30, 2018 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001659323
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | May 30, 2018 | C | 495,370 | — | A | 495,370 | I | By Frazier Healthcare VII, L.P. |
| Ordinary SharesF3,F2 | May 30, 2018 | C | 189,141 | — | A | 684,511 | I | By Frazier Healthcare VII, L.P. |
| Ordinary SharesF4,F2 | May 30, 2018 | C | 157,701 | — | A | 842,212 | I | By Frazier Healthcare VII, L.P. |
| Ordinary SharesF2 | May 30, 2018 | P | 354,949 | $13.00 | A | 1,197,161 | I | By Frazier Healthcare VII, L.P. |
| Ordinary SharesF1,F5 | May 30, 2018 | C | 141,166 | — | A | 141,166 | I | By Frazier Healthcare VII-A, L.P. |
| Ordinary SharesF3,F5 | May 30, 2018 | C | 53,899 | — | A | 195,065 | I | By Frazier Healthcare VII-A, L.P. |
| Ordinary SharesF4,F5 | May 30, 2018 | C | 44,940 | — | A | 240,005 | I | By Frazier Healthcare VII-A, L.P. |
| Ordinary SharesF5 | May 30, 2018 | P | 101,150 | $13.00 | A | 341,155 | I | By Frazier Healthcare VII-A, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred SharesF2,F1,F6 | — | May 30, 2018 | C | 495,370 | D | — | — | Ordinary Shares | 495,370 | 0 | I |
| Series B-1 Preferred SharesF2,F3,F6 | — | May 30, 2018 | C | 189,141 | D | — | — | Ordinary Shares | 189,141 | 0 | I |
| Series B-2 Preferred SharesF2,F4,F6 | — | May 30, 2018 | C | 157,701 | D | — | — | Ordinary Shares | 157,701 | 0 | I |
| Series A Preferred SharesF5,F1,F6 | — | May 30, 2018 | C | 141,166 | D | — | — | Ordinary Shares | 141,166 | 0 | I |
| Series B-1 Preferred SharesF5,F3,F6 | — | May 30, 2018 | C | 53,899 | D | — | — | Ordinary Shares | 53,899 | 0 | I |
| Series B-2 Preferred SharesF5,F4,F6 | — | May 30, 2018 | C | 44,940 | D | — | — | Ordinary Shares | 44,940 | 0 | I |
Explanation of responses
- F1The 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.
- F2These shares are 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 shares held by FH VII. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. disclaims Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.
- F3The 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.
- F4The 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.
- F5These shares are 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., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VIIA. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. disclaims Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.
- F6Not applicable.