0000899243-20-001851.txt : 20200123 0000899243-20-001851.hdr.sgml : 20200123 20200123172101 ACCESSION NUMBER: 0000899243-20-001851 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: CANAAN X L.P. CENTRAL INDEX KEY: 0001619859 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20543056 BUSINESS ADDRESS: STREET 1: 285 RIVERSIDE AVE. STREET 2: SUITE 250 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 203-855-0400 MAIL ADDRESS: STREET 1: 285 RIVERSIDE AVE. STREET 2: SUITE 250 CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Canaan Partners X LLC CENTRAL INDEX KEY: 0001673228 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38503 FILM NUMBER: 20543057 BUSINESS ADDRESS: STREET 1: 2765 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6508548092 MAIL ADDRESS: STREET 1: 2765 SAND HILL ROAD 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 doc4.xml FORM 4 SUBMISSION X0306 4 2020-01-21 0 0001659323 Iterum Therapeutics plc ITRM 0001619859 CANAAN X L.P. 2765 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 0001673228 Canaan Partners X LLC 2765 SAND HILL ROAD MENLO PARK CA 94025 1 0 1 0 6.500% Exchangeable Senior Subordinated Note due 2025 2020-01-21 4 A 0 2000000.00 2000000.00 A 2025-01-31 Ordinary Shares 2000000 2000000.00 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 (continued from footnote 1) 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. This Exchangeable Note is held directly by Canaan X L.P. (the "Canaan Fund"). The sole general partner of the Canaan Fund is Canaan Partners X LLC ("Canaan X", and together with the Canaan Fund, the "Canaan Entities"), and each may be deemed to have sole voting, investment and dispositive power with respect to the securities held by the Canaan Fund. Brenton K. Ahrens, a manager and member of Canaan X, serves as the representative of the Canaan Entities on the Company's board of directors. Investment and voting decisions with respect to the securities held by the Canaan Fund are made by the managers of Canaan X, collectively. Canaan X disclaims Section 16 beneficial ownership of the securities held by the Canaan Fund, except to the extent, if any, of its pecuniary interest therein. Canaan X L.P., By: Canaan Partners X LLC, its general partner, By: /s/ Janine MacDonald, Attorney-in-Fact 2020-01-23 Canaan Partners X LLC, By: /s/ Janine MacDonald, Attorney-in-Fact 2020-01-23