Sec Form 4 Filing - Sofinnova Venture Partners IX, L.P. @ Iterum Therapeutics plc - 2018-05-30

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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 VENTURES, INC.,, 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2018 (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 05/30/2018 C 721,408 A 721,408 D ( 2 ) Ordinary Shares 05/30/2018 C 275,446 A 996,854 D ( 2 ) Ordinary Shares 05/30/2018 C 229,660 A 1,226,514 D ( 2 ) Ordinary Shares 05/30/2018 P 500,000 A $ 13 1,726,514 D ( 2 )

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 Amount or Number of Shares Series A Preferred Shares ( 1 ) 05/30/2018 C 721,408 ( 1 ) ( 5 ) Ordinary Shares 721,408 $ 0 0 D ( 2 ) Series B-1 Preferred Shares ( 3 ) 05/30/2018 C 275,446 ( 3 ) ( 5 ) Ordinary Shares 275,446 $ 0 0 D ( 2 ) Series B-2 Preferred Shares ( 4 ) 05/30/2018 C 229,660 ( 4 ) ( 5 ) Ordinary Shares 229,660 $ 0 0 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sofinnova Venture Partners IX, L.P. C/O SOFINNOVA VENTURES, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X POWELL MICHAEL C/O SOFINNOVA VENTURES, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Sofinnova Management IX, L.L.C. C/O SOFINNOVA VENTURES, INC., 3000 SAND HILL ROAD, BLDG. 4, SUITE 250 MENLO PARK, CA94025 X Mehra Anand C/O SOFINNOVA VENTURES, 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. 05/30/2018 Signature of Reporting Person Date /s/ Nathalie Auber, attorney-in-fact for Sofinnova Management IX, L.L.C. 05/30/2018 Signature of Reporting Person Date /s/ Nathalie Auber, attorney-in-fact for Michael F. Powell 05/30/2018 Signature of Reporting Person Date /s/ Nathalie Auber, attorney-in-fact for Anand Mehra 05/30/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. ( 2 )These shares 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 shares held by the Fund. Dr. James I. Healy, Michael F. Powell, Ph.D., and Dr. Anand Mehra are the managing members of the GP and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by the Fund. Each of the reporting persons disclaims beneficial ownership of such shares, except to the extent of his, her or its proportionate pecuniary interest therein, if any. ( 3 )The Series B-1 Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. ( 4 )The Series B-2 Preferred Shares automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. ( 5 )Not applicable.

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 Number.