0000899243-20-001845.txt : 20200123 0000899243-20-001845.hdr.sgml : 20200123 20200123165829 ACCESSION NUMBER: 0000899243-20-001845 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200121 FILED AS OF DATE: 20200123 DATE AS OF CHANGE: 20200123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HUNT RONALD CENTRAL INDEX KEY: 0001247851 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20542812 MAIL ADDRESS: STREET 1: C/O CREDIT SUISSE 1ST BOSTON PRV EQY STREET 2: 11 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10010 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-21 0 0001659323 Iterum Therapeutics plc ITRM 0001247851 HUNT RONALD C/O ITERUM THERAPEUTICS PLC, BLK 2 FL. 3, HARCOURT CENTRE, HARCOURT ST. DUBLIN L2 2 IRELAND 1 0 0 0 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 2208000.00 2208000.00 A 2025-01-31 Ordinary Shares 2208000 2208000.00 I By New Leaf Ventures III, L.P. 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 792000.00 792000.00 A 2025-01-31 Ordinary Shares 792000 792000.00 I By New Leaf Biopharma Opportunities II, L.P. 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. 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), subject to anti-dilution adjustments as set forth in the indenture governing the Exchangeable Notes. (Continued from Footnote 1) 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 mature on January 31, 2025, unless earlier exchanged, redeemed or repurchased in accordance with their terms. The Exchangeable Note is 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 Exchangeable Note held by NLV-III. The Reporting Person, a member of the Company's Board of Directors, is a managing director of NLVM-III LLC and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the Exchangeable Note held by NLV-III. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of his pecuniary interest therein, if any. The Exchangeable Note is 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 Exchangeable Note held by NBPO-II. The Reporting Person, a member of the Company's Board of Directors, is a managing director of NBPO-IIM and, in his capacity as a managing director, may be deemed to have shared voting, investment and dispositive power with respect to the Exchangeable Note held by NBPO-II. The Reporting Person disclaims Section 16 beneficial ownership of the securities held by NBPO-II, except to the extent of his pecuniary interest therein, if any. Exhibit Index: 24.1 Power of Attorney /s/ Craig Slutzkin, attorney-in-fact for Ronald M. Hunt 2020-01-21 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints CRAIG L. SLUTZKIN as his true and lawful attorney-in-fact and agent
for him and in his name, place and stead, in any and all capacities, to sign
any and all documents relating to any and all Securities and Exchange
Commission filings which may be required, granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
to all intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorney-in-fact may lawfully do or
cause to be done by virtue hereof.

This power shall continue in effect until terminated in writing.


By: /s/ Ronald Hunt
    -------------------------------------------------
      Ronald Hunt

Dated: September 29, 2006