Sec Form 4 Filing - Sofinnova Venture Partners IX, L.P. @ Iterum Therapeutics plc - 2020-06-01

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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sofinnova Venture Partners IX, L.P.
2. Issuer Name and Ticker or Trading Symbol
Iterum Therapeutics plc [ ITRM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O SOFINNOVA INVESTMENTS, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2020
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 06/01/2020 S 100,000 D $ 1.6912 ( 1 ) ( 2 ) 1,626,514 D ( 3 )
Ordinary Shares 06/02/2020 S 400,000 D $ 1.6074 ( 1 ) ( 4 ) 1,226,514 D ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 A mount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sofinnova Venture Partners IX, L.P.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Sofinnova Management IX, L.L.C.
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
HEALY JAMES
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
POWELL MICHAEL
C/O SOFINNOVA INVESTMENTS, INC.
3000 SAND HILL ROAD, BLDG. 4, SUITE 250
MENLO PARK, CA94025
X
Signatures
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Venture Partners IX, L.P 06/03/2020
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. 06/03/2020
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for James I. Healy 06/03/2020
Signature of Reporting Person Date
/s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 06/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price realized by the reporting person from the sales reported in Table I of this Form 4 is less than the market price of the Issuer's Ordinary Shares on the date of any purchase transaction that is potentially matchable during the previous six months. Thus, no short-swing profit is recoverable for purposes of Section 16(b).
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.69 to $1.70, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
( 3 )The securities are held directly by Sofinnova Venture Partners IX, L.P. (the "Fund"). The general partner of the Fund is Sofinnova Management IX, L.L.C. (the "GP") and may be deemed to have sole voting, investment and dispositive power with respect to the securities held by the Fund. Dr. James I. Healy and Michael F. Powell, Ph.D. are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the securities held by the Fund. Each reporting person disclaims beneficial ownership of such securities, except to the extent of his or its proportionate pecuniary interest therein, if any.
( 4 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.58 to $1.63, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (4) to this Form 4.

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