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