Sec Form 3 Filing - New Leaf Venture Management III, L.L.C. @ 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 New Leaf Venture Management III, L.L.C. 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 NEW LEAF VENTURES, 7 TIMES SQUARE, SUITE 3502 3. Date of Earliest Transaction (MM/DD/YY) 05/24/2018 (Street) NEW YORK, NY10036 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 466,793 I By New Leaf Ventures III, L.P. ( 3 ) Series B-1 Preferred Shares ( 4 ) ( 4 ) ( 2 ) Ordinary Shares 178,230 I By New Leaf Ventures III, L.P. ( 3 ) Series B-2 Preferred Shares ( 5 ) ( 5 ) ( 2 ) Ordinary Shares 148,603 I By New Leaf Ventures III, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other New Leaf Venture Management III, L.L.C. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X New Leaf Venture Associates III, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X New Leaf Ventures III, L.P. C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X Lathi Vijay K C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X Ratcliffe Liam C/O NEW LEAF VENTURES 7 TIMES SQUARE, SUITE 3502 NEW YORK, NY10036 X Signatures New Leaf Venture Management III, L.L.C., By: /s/ Craig L. Slutzkin, Chief Financial Officer 05/24/2018 Signature of Reporting Person Date New Leaf Venture Associates III, L.P., By: New Leaf Venture Management III, L.L.C., its general partner, By: /s/ Craig L. Slutzkin, Chief Financial Officer 05/24/2018 Signature of Reporting Person Date New Leaf Ventures III, L.P., By: New Leaf Venture Associates III, L.P., its general partner, By: New Leaf Venture Management III, L.L.C., its general partner, By: /s/ Craig L. Slutzkin, Chief Financial Officer 05/24/2018 Signature of Reporting Person Date /s/ Craig L. Slutzkin, attorney-in-fact for Vijay Lathi 05/24/2018 Signature of Reporting Person Date /s/ Craig L. Slutzkin, attorney-in-fact for Liam Ratcliffe 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 for no additional consideration. ( 2 )Not applicable. ( 3 )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. Vijay Lathi, Liam Ratcliffe and Ronald Hunt, a member of the Issuer's Board of Directors, are the managing directors of NLVM-III LLC (the "Managing Directors") and may be deemed to have shared voting, investment and dispositive power with respect to the shares held by NLV-III. The Managing Directors, NLVA-III LP and NLVM-III LLC each disclaim Section 16 beneficial ownership of the securities held by NLV-III, except to the extent of their respective pecuniary interest therein, if any. ( 4 )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 for no additional consideration. ( 5 )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 for no additional consideration.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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