FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Heron Patrick J
2. Issuer Name and Ticker or Trading Symbol

Iterum Therapeutics plc [ ITRM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ITERUM THERAPEUTICS PLC, BLK 2, FL. 3, HARCOURT CENTRE, HARCOURT ST.
3. Date of Earliest Transaction (MM/DD/YYYY)

1/21/2020
(Street)

DUBLIN, L2 2
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
6.500% Exchangeable Senior Subordinated Note due 2025  (1)(2)1/21/2020  A   $1167000.00     (1)(2)1/31/2025 Ordinary Shares 1167000 $1167000.00 $1167000.00 I By Frazier Healthcare VII, L.P. (3)
6.500% Exchangeable Senior Subordinated Note due 2025  (1)(2)1/21/2020  A   $333000.00     (1)(2)1/31/2025 Ordinary Shares 333000 $333000.00 $333000.00 I By Frazier Healthcare VII-A, L.P. (4)

Explanation of Responses:
(1) 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).
(2) (continued from footnote 1) The Exchangeable Notes mature on January 31, 2025, unless earlier exchanged, redeemed or repurchased in accordance with their terms.
(3) 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.
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Heron Patrick J
C/O ITERUM THERAPEUTICS PLC, BLK 2
FL. 3, HARCOURT CENTRE, HARCOURT ST.
DUBLIN, L2 2
XX


Signatures
/s/ Patrick J. Heron1/21/2020
**Signature of Reporting PersonDate

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