Statement of Changes in Beneficial Ownership (4)
June 24 2022 - 06:01PM
Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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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)
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(Last)
(First)
(Middle)
C/O ITERUM THERAPEUTICS PLC, FITZWILLIAM COURT, FL. 1,
LEESON CLOSE |
3. Date of Earliest Transaction (MM/DD/YYYY)
6/23/2022
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(Street)
DUBLIN 2, L2
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
Ordinary Shares |
6/23/2022 |
6/23/2022 |
M |
|
36798 |
A |
(1) |
42501 |
D |
|
Ordinary Shares |
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|
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|
|
|
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1071688 |
I |
By New Leaf Ventures III, L.P. (2) |
Ordinary Shares |
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|
|
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384615 |
I |
By New Leaf Biopharma Opportunities II,
L.P. (3) |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. 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 Date |
7. 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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Share Units |
$0.00 (1) |
6/23/2022 |
6/23/2022 |
M |
|
|
36798 |
(4) |
(4) |
Ordinary Shares |
36798 |
$0.00 |
0 |
D |
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Explanation of
Responses: |
(1) |
Restricted share units
("RSUs") converted into ordinary shares on a one-for-one basis upon
vesting of the RSUs. |
(2) |
These shares are 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 shares held by NLV-III.
The reporting person, a member of the Issuer'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 shares 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. |
(3) |
These shares are 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 shares held by NBPO-II.
The reporting person, a member of the Issuer'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 shares 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. |
(4) |
On June 23, 2021, the
reporting person was granted an award of 36,798 RSUs, which vested
on June 23, 2022. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
HUNT RONALD
C/O ITERUM THERAPEUTICS PLC
FITZWILLIAM COURT, FL. 1, LEESON CLOSE
DUBLIN 2, L2 |
X |
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Signatures
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/s/ Ronald M. Hunt |
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6/24/2022 |
**Signature of Reporting
Person |
Date |
Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
* |
If the form is filed by more than one
reporting person, see Instruction 4(b)(v). |
** |
Intentional misstatements or omissions
of facts constitute Federal Criminal Violations. See 18
U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
Persons who respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number. |
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