0000899243-20-001840.txt : 20200123
0000899243-20-001840.hdr.sgml : 20200123
20200123165451
ACCESSION NUMBER: 0000899243-20-001840
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: Heron Patrick J
CENTRAL INDEX KEY: 0001365617
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38503
FILM NUMBER: 20542793
MAIL ADDRESS:
STREET 1: 550 HAMILTON AVE., SUITE 100
CITY: PALO ALTO
STATE: CA
ZIP: 94301
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
0001365617
Heron Patrick J
C/O ITERUM THERAPEUTICS PLC, BLK 2
FL. 3, HARCOURT CENTRE, HARCOURT ST.
DUBLIN
L2
2
IRELAND
1
0
1
0
6.500% Exchangeable Senior Subordinated Note due 2025
2020-01-21
4
A
0
1167000.00
1167000.00
A
2025-01-31
Ordinary Shares
1167000
1167000.00
I
By Frazier Healthcare VII, L.P.
6.500% Exchangeable Senior Subordinated Note due 2025
2020-01-21
4
A
0
333000.00
333000.00
A
2025-01-31
Ordinary Shares
333000
333000.00
I
By Frazier Healthcare VII-A, 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. 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).
(continued from footnote 1) 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 Frazier Healthcare VII, L.P. ("FH VII"). The sole general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the securities held by FH VII. The reporting person is one of six members of FHM VII, L.L.C. The reporting person, FHM VII, L.P. and FHM VII, L.L.C. disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.
The Exchangeable Note is held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The sole general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C. The reporting person is one of six members of FHM VII, L.L.C. The reporting person, FHM VII, L.P. and FHM VII, L.L.C. disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.
/s/ Patrick J. Heron
2020-01-21