Sec Form 3 Filing - Heron Patrick J @ Iterum Therapeutics plc - 2018-05-24

FORM 3 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 Heron Patrick J 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ITERUM THERAPEUTICS PLC, BLK 2, FL. 3, HARCOURT CENTRE, HARCOURT ST. 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2018 (Street) DUBLIN, L22 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

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 ) ( 1 ) ( 2 ) Ordinary Shares 495,370 I By Frazier Healthcare VII, L.P. ( 3 ) Series A Preferred Shares ( 1 ) ( 1 ) ( 2 ) Ordinary Shares 141,166 I By Frazier Healthcare VII-A, L.P. ( 4 ) Series B-1 Preferred Shares ( 5 ) ( 5 ) ( 2 ) Ordinary Shares 189,141 I By Frazier Healthcare VII, L.P. ( 3 ) Series B-1 Preferred Shares ( 5 ) ( 5 ) ( 2 ) Ordinary Shares 53,899 I By Frazier Healthcare VII-A, L.P. ( 4 ) Series B-2 Preferred Shares ( 6 ) ( 6 ) ( 2 ) Ordinary Shares 157,701 I By Frazier Healthcare VII, L.P. ( 3 ) Series B-2 Preferred Shares ( 6 ) ( 6 ) ( 2 ) Ordinary Shares 44,940 I By Frazier Healthcare VII-A, L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Heron Patrick J C/O ITERUM THERAPEUTICS PLC, BLK 2 FL. 3, HARCOURT CENTRE, HARCOURT ST. DUBLIN, L22 X X FHM VII, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X FHM VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Frazier Healthcare VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Frazier Healthcare VII-A, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA98101 X Signatures /s/ Patrick J. Heron 05/24/2018 Signature of Reporting Person Date FHM VII, L.L.C., By: /s/ Patrick J. Heron, Manager 05/24/2018 Signature of Reporting Person Date FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 05/24/2018 Signature of Reporting Person Date Frazier Healthcare VII, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 05/24/2018 Signature of Reporting Person Date Frazier Healthcare VII-A, L.P., By: FHM VII, L.P, its general partner, By: FHM VII, L.L.C., its general partner, By: /s/ Patrick J. Heron, Manager 05/24/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Series A Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. The Series A Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. ( 2 )Not applicable. ( 3 )These shares are held directly by Frazier Healthcare VII, L.P. ("FH VII"). The general partner of FH VII is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VII. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any. ( 4 )These shares are held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The general partner of FH VIIA is FHM VII, L.P. and the general partner of FHM VII, L.P. is FHM VII, L.L.C., and each may be deemed to have sole voting, investment and dispositive power with respect to the shares held by FH VIIA. The Reporting Person is one of six members of FHM VII, L.L.C. The Reporting Person, FHM VII, L.P. and FHM VII, L.L.C. each disclaim Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any. ( 5 )The Series B-1 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. The Series B-1 Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer. ( 6 )The Series B-2 Preferred Shares are convertible into Ordinary Shares of the Issuer at the option of the holder. The Series B-2 Preferred Shares will automatically convert into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.

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).

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