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 *

HUNT RONALD
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                    _____ 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   $2208000.00     (1)(2)1/31/2025 Ordinary Shares 2208000 $2208000.00 $2208000.00 I By New Leaf Ventures III, L.P. (3)
6.500% Exchangeable Senior Subordinated Note due 2025  (1)(2)1/21/2020  A   $792000.00     (1)(2)1/31/2025 Ordinary Shares 792000 $792000.00 $792000.00 I By New Leaf Biopharma Opportunities II, 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. 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.
(2) (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.
(3) 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.
(4) 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.

Remarks:
Exhibit Index: 24.1 Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
HUNT RONALD
C/O ITERUM THERAPEUTICS PLC, BLK 2
FL. 3, HARCOURT CENTRE, HARCOURT ST.
DUBLIN, L2 2
X



Signatures
/s/ Craig Slutzkin, attorney-in-fact for Ronald M. Hunt1/21/2020
**Signature of Reporting PersonDate

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