SEC Form 4 · accession 0001209191-18-034203
Iterum Therapeutics plc · ITRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 30, 2018
Accepted (ET)
May 30, 2018 · 5:25 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 | 721,408 | — | A | 721,408 | D | |
| Ordinary SharesF3,F2 | May 30, 2018 | C | 275,446 | — | A | 996,854 | D | |
| Ordinary SharesF4,F2 | May 30, 2018 | C | 229,660 | — | A | 1,226,514 | D | |
| Ordinary SharesF2 | May 30, 2018 | P | 506,656 | $13.00 | A | 1,733,170 | D |
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 | — | May 30, 2018 | C | 721,408 | D | — | — | Ordinary Shares | 721,408 | 0 | D |
| Series B-1 Preferred SharesF2,F3 | — | May 30, 2018 | C | 275,446 | D | — | — | Ordinary Shares | 275,446 | 0 | D |
| Series B-2 Preferred SharesF2,F4 | — | May 30, 2018 | C | 229,660 | D | — | — | Ordinary Shares | 229,660 | 0 | D |
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 and had no expiration date.
- F2These shares are held directly by Canaan X L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners X LLC ("Canaan X", and together with the Canaan Fund, the "Canaan Entities"), and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by the Canaan Fund. Brenton K. Ahrens, a manager and member of Canaan X, serves as the representative of the Canaan Entities on the Issuer's board of directors. Investment and voting decisions with respect to the shares held by the Canaan Fund are made by the managers of Canaan X, collectively. Canaan X disclaims Section 16 beneficial ownership of the shares held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein.
- 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 and had no expiration date.
- 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 and had no expiration date.
Remarks
Exhibit 99 - Form 4 Joint Filer Information