0001104659-20-006401.txt : 20200123 0001104659-20-006401.hdr.sgml : 20200123 20200123192559 ACCESSION NUMBER: 0001104659-20-006401 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200121 FILED AS OF DATE: 20200123 DATE AS OF CHANGE: 20200123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Venture Partners IX, L.P. CENTRAL INDEX KEY: 0001612133 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20543430 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management IX, L.L.C. CENTRAL INDEX KEY: 0001612134 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20543431 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POWELL MICHAEL CENTRAL INDEX KEY: 0001202793 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20543432 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 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 tm205635-1_4.xml OWNERSHIP DOCUMENT X0306 4 2020-01-21 0 0001659323 Iterum Therapeutics plc ITRM 0001612133 Sofinnova Venture Partners IX, L.P. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001612134 Sofinnova Management IX, L.L.C. C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001202793 POWELL MICHAEL C/O SOFINNOVA INVESTMENTS, INC. 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 1750000 1750000 A 2025-01-31 Ordinary Shares 1750000 1750000 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 Sofinnova Venture Partners IX, L.P. (the "Fund"). The general partner of the Fund is Sofinnova Management IX, L.L.C. (the "GP") and may be deemed to have sole voting, investment and dispositive power with respect to the securities held by the Fund. Dr. James I. Healy and Michael F. Powell, Ph.D. are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by the Fund. Each reporting person disclaims beneficial ownership of such securities, except to the extent of his or its proportionate pecuniary interest therein, if any. Dr. Anand Mehra, a reporting person on the Fund's prior Section 16 filings with respect to the Company, is no longer a managing member of the GP, and accordingly, is not a reporting person on this Form 4. /s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P 2020-01-23 /s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. 2020-01-23 /s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 2020-01-23