Filing Details

Accession Number:
0000899243-21-006406
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-02-12 20:22:13
Reporting Period:
2021-02-11
Accepted Time:
2021-02-12 20:22:13
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1659323 Iterum Therapeutics Plc ITRM () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1361754 J Alexander Denner C/o Sarissa Capital Management Lp
660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
1577524 Sarissa Capital Management Lp 660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
1577530 Sarissa Capital Offshore Master Fund Lp C/o Sarissa Capital Management Lp
660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
1716725 Sarissa Capital Catapult Fund Llc C/o Sarissa Capital Management Lp
660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
1777184 Sarissa Capital Hawkeye Fund Lp C/o Sarissa Capital Management Lp
660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
1811636 Sarissa Capital Master Fund Ii Lp C/o Sarissa Capital Management Lp
660 Steamboat Road, 3Rd Floor
Greenwich CT 06830
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Ordinary Shares Acquisiton 2021-02-11 20,619,949 $0.00 20,616,949 No 4 C Indirect See footnotes
Ordinary Shares Disposition 2021-02-11 10,000,000 $2.59 10,619,949 No 4 S Indirect See footnotes
Ordinary Shares Disposition 2021-02-12 10,619,949 $2.27 0 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnotes
No 4 S Indirect See footnotes
No 4 S Indirect See footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Ordinary Shares 6.500% Exchangeable Senior Subordinated Note due 2025 Disposition 2021-02-11 15,000,000 $0.00 20,619,949 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 2021-01-21 2025-01-31 No 4 C Indirect
Footnotes
  1. Dr. Denner, Sarissa Capital and the Sarissa Funds (each as defined below and, collectively, the "Reporting Persons") beneficially owned $15,00,000 principal amount of the Issuer's 6.500% Exchangeable Senior Subordinated Notes due 2025 (the "Exchangeable Notes"), which became exchangeable into the Issuer's Ordinary Shares at the option of the holder on January 21, 2021. On February 11, 2021, all of the Exchangeable Notes held by the Reporting Persons (inclusive of accrued interest) were exchanged for 20,619,949 Ordinary Shares.
  2. (continued from footnote 1) As a result of the exchange (i) Sarissa Capital Offshore Master Fund LP, a Cayman Islands exempted limited partnership ("Sarissa Offshore"), was the direct beneficial owner of 12,126,791, (ii) Sarissa Capital Catapult Fund LLC, a Delaware limited liability company ("Sarissa Catapult") was the direct beneficial owner of 4,727,467 Ordinary Shares, (iii) Sarissa Capital Hawkeye Fund LP, a Delaware limited partnership ("Sarissa Hawkeye") was the direct beneficial owner of 3,520,513 Ordinary Shares and (iv) Sarissa Capital Master Fund II, a Delaware limited partnership ("Sarissa Master II" and, together with Sarissa Offshore, Sarissa Catapult, and Sarissa Hawkeye, the "Sarissa Funds") was the direct beneficial owner of 245,178 Ordinary Shares.
  3. Following the exchange, on February 11, 2021, the Reporting Persons sold, in the aggregate, 10,000,000 Ordinary Shares at a volume weighted average price of $2.59 per share. These shares were sold in multiple open market transactions at prices ranging from $2.58 to $2.70. Of the aggregate amount of Ordinary Shares sold on February 11, 2021 by the Reporting Persons (i) Sarissa Offshore sold 5,881,300 Ordinary Shares, (ii) Sarissa Catapult sold 2,292,700 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,707,300 Ordinary Shares and (iv) Sarissa Master II sold 118,700 Ordinary Shares.
  4. On February 12, 2021, the Reporting Persons sold, in the aggregate 10,619,949 Ordinary Shares at a volume weighted average price of $2.27 per share. These shares were sold in multiple open market transactions at prices ranging from $2.24 to $2.27. Of the aggregate amount of Ordinary Shares sold on February 12, 2021 by the Reporting Persons (i) Sarissa Offshore sold 6,245,491 Ordinary Shares, (ii) Sarissa Catapult sold 2,434,767 Ordinary Shares, (iii) Sarissa Hawkeye sold 1,813,213 Ordinary Shares and (iv) Sarissa Master II sold 126,478 Ordinary Shares.
  5. The Reporting Persons undertake to provide any securityholder of the Issuer, the Issuer or the SEC Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote to this Form 4.
  6. Sarissa Capital Management LP, a Delaware limited partnership ("Sarissa Capital"), is the investment advisor to the Sarissa Funds and may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of the authority granted to it to vote and to dispose of the securities held by them, including the Ordinary Shares. Alexander J. Denner, Ph.D., a citizen of the United States of America ("Dr. Denner"), is the Chief Investment Officer of Sarissa Capital and the ultimate general partner of Sarissa Capital, Sarissa Offshore, Sarissa Hawkeye, Sarissa Master II, and the managing member of Sarissa Catapult is controlled by Dr. Denner; accordingly, Dr. Denner may be deemed to have beneficial ownership over the Ordinary Shares directly beneficially owned by the Sarissa Funds by virtue of such positions.
  7. Each of Dr. Denner, Sarissa Capital, Sarissa Offshore, Sarissa Catapult, Sarissa Hawkeye and Sarissa Master II disclaims beneficial ownership of the Ordinary Shares except, in each case, to the extent of their pecuniary interest therein.