SEC Form 4 · accession 0001209191-18-034404
Iterum Therapeutics plc · ITRM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 30, 2018
Accepted (ET)
May 31, 2018 · 4:54 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 | 466,793 | — | A | 466,793 | I | By New Leaf Ventures III, L.P. |
| Ordinary SharesF3,F2 | May 30, 2018 | C | 178,230 | — | A | 645,023 | I | By New Leaf Ventures III, L.P. |
| Ordinary SharesF4,F2 | May 30, 2018 | C | 148,603 | — | A | 793,626 | I | By New Leaf Ventures III, L.P. |
| Ordinary SharesF2 | May 30, 2018 | P | 278,062 | $13.00 | A | 1,071,688 | I | By New Leaf Ventures III, L.P. |
| Ordinary SharesF5 | May 30, 2018 | P | 384,615 | $13.00 | A | 384,615 | I | By New Leaf Biopharma Opportunities II, 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 | 466,793 | D | — | — | Ordinary Shares | 466,793 | 0 | I |
| Series B-1 Preferred SharesF2,F3,F6 | — | May 30, 2018 | C | 178,230 | D | — | — | Ordinary Shares | 178,230 | 0 | I |
| Series B-2 Preferred SharesF2,F4,F6 | — | May 30, 2018 | C | 148,603 | D | — | — | Ordinary Shares | 148,603 | 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 for no additional consideration.
- F2These 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.
- 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 for no additional consideration.
- 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 for no additional consideration.
- F5These 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.
- F6Not applicable.