Amended Statement of Ownership (sc 13g/a)
February 11 2021 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
Iterum
Therapeutics plc
(Name of Issuer)
Ordinary Shares, $0.01 par value
per share
(Title of Class of Securities)
G6333L 101
(CUSIP Number)
___________February 9, 2021__________
(Date of Event Which Requires Filing
of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. G6333L 101
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Management, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, PN
|
CUSIP No. G6333L 101
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Kolchinsky
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. G6333L 101
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rajeev Shah
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No. G6333L 101
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
RA Capital Healthcare Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
0
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
0
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
|
Item 1(a).
|
Name of Issuer:
|
Iterum Therapeutics plc (the “Issuer”)
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
Block 2 Floor 3, Harcourt Centre, Harcourt Street,
Dublin, Ireland
|
Item 2(a).
|
Names of Persons Filing:
|
The names of the persons filing this report (collectively,
the “Reporting Persons”) are:
RA Capital Management, L.P. (“RA
Capital”)
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P.
(the “Fund”)
|
Item 2(b).
|
Address of Principal Business Office or, if None, Residence:
|
The address of the principal business
office of each of the Reporting Persons is:
c/o RA Capital Management, L.P.,
200 Berkeley Street, 18th Floor, Boston MA 02116
RA Capital and the Fund are Delaware
limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens.
|
Item 2(d).
|
Title of Class of Securities:
|
Ordinary Shares, $0.01 par value per share (“Ordinary
Shares”)
G6333L
101
|
Item 3.
|
If
this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
|
(e) RA Capital Management, L.P.
is a registered investment adviser and is filing this statement in accordance with §240.13d-1(b)(1)(ii)(E);
(g) Peter Kolchinsky and Rajeev
Shah are control persons and are filing this statement in accordance with §240.13d-1(b)(1)(ii)(G).
The information required by this
item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G.
RA Capital Healthcare Fund GP,
LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky
and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and the Account and may be deemed
a beneficial owner, for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Act”), of any securities
of the Issuer held by the Fund and the Account. The Fund has delegated to RA Capital the sole power to vote and the sole power
to dispose of all securities held in the Fund’s portfolio, including the shares of the Issuer’s Ordinary Shares reported
herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that
delegation on less than 61 days’ notice, the Fund disclaims beneficial ownership of the securities it holds for purposes
of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes
of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and
Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G Statement (the “Statement”)
other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of the Statement shall
not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any
other purpose.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following x.
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
|
Not applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not applicable.
|
Item 9.
|
Notice of Dissolution of Group.
|
Not applicable.
By signing below I certify that,
to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Exhibits
|
1
|
Joint Filing Agreement by and among the Reporting Persons is incorporated herein by reference to Exhibit 1 to the Schedule
13G filed by the Reporting Persons with the Securities and Exchange Commission on December 2, 2020.
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Date: February 11, 2021
RA CAPITAL MANAGEMENT, L.P.
By:
|
/s/ Peter Kolchinsky
|
|
|
Name:
|
Peter Kolchinsky
|
|
|
Title:
|
Authorized Signatory
|
|
PETER KOLCHINSKY
|
|
|
|
/s/ Peter Kolchinsky
|
|
|
|
RAJEEV SHAH
|
|
|
|
/s/ Rajeev Shah
|
|
RA CAPITAL HEALTHCARE FUND, L.P.
|
|
|
|
|
|
By:
|
RA Capital Healthcare GP, LLC
|
|
|
|
|
|
By:
|
/s/ Peter Kolchinsky
|
|
|
Name:
|
Peter Kolchinsky
|
|
|
Title:
|
Manager
|
|
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