Item 1.
|
Security and Issuer.
|
This Amendment No. 4 (Amendment No. 4) to Schedule 13D amends the statement on Schedule 13D filed on June 8, 2018
(the Original Schedule 13D), as amended by Amendment No. 1 as filed with the Securities and Exchange Commission on January 27, 2020 (Amendment 1), Amendment No. 2 as filed with the Securities and Exchange
Commission on June 16, 2020 (Amendment 2) and Amendment No. 3 as filed with the Securities and Exchange Commission on July 6, 2020 (Amendment 3 and together with the Original Scheduled 13D, Amendment 1,
Amendment 2, Amendment 3, and this Amendment No. 4, the Schedule 13D) with respect to the Ordinary Shares of Iterum Therapeutics plc (the Issuer), having its principal executive office at Block 2 Floor 3,
Harcourt Centre, Harcourt Street, Dublin 2, Ireland. Except as otherwise specified in Amendment No. 4, all items in the Schedule 13D, as amended by Amendment 1, Amendment 2 and Amendment 3, are unchanged. All capitalized terms used in this
Amendment No. 4 and not otherwise defined herein have the meanings ascribed to such terms in the Original Schedule 13D.
The
Reporting Persons are filing this Amendment No. 4 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due to an increase in the aggregate number of outstanding securities of the Issuer. The Reporting
Persons are no longer beneficial owners of more than five percent of the Ordinary Shares of the Issuer.
Item 5.
|
Interest in Securities of the Issuer
|
|
(a)
|
FH VII and FH VIIA are the record owners of the FH Shares. As the sole general partner of FH VII and of FH
VIIA, FHM L.P. may be deemed to beneficially own the FH Shares. As the sole general partner of FHM L.P., FHM L.L.C. may be deemed to beneficially own the FH Shares. As members of FHM L.L.C., each of the Members may be deemed to beneficially own the
FH Shares.
|
The percentage of outstanding Ordinary Shares of the Issuer, which may be deemed to be beneficially owned by
each Reporting Person, is set forth on Line 13 of such Reporting Persons cover sheet. For each Reporting Person other than Heron, such percentage was calculated based on the 36,750,630 Ordinary Shares that were anticipated to be outstanding
following the Issuers public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on October 26, 2020.
Herons percentage was calculated based on (i) 36,750,630 Ordinary Shares that were anticipated to be outstanding following the
Issuers public offering as set forth in the Issuers final prospectus filed with the SEC pursuant to Rule 424(b)(4) on October 26, 2020, and (ii) 9,836 Ordinary Shares that are issuable upon the exercise of options held directly by
Mr. Heron that are exercisable within 60 days of October 27, 2020.
|
(b)
|
Regarding the number of shares as to which such person has:
|
|
a.
|
Sole power to vote or to direct the vote: See line 7 of cover sheets.
|
|
b.
|
Shared power to vote or to direct the vote: See line 8 of cover sheets.
|
|
c.
|
Sole power to dispose or to direct the disposition: See line 9 of cover sheets.
|
|
d.
|
Shared power to dispose or to direct the disposition: See line 10 of cover sheets.
|
Page 12