Iterum Therapeutics plc — Director's Dealing 2018

May 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Iterum Therapeutics plc (ITRM)
CIK: 0001659323
Period of Report: 2018-05-30

Reporting Person: Heron Patrick J (Director, 10% Owner)
Reporting Person: Frazier Healthcare VII, L.P. (10% Owner)
Reporting Person: Frazier Healthcare VII-A, L.P. (10% Owner)
Reporting Person: FHM VII, L.L.C. (10% Owner)
Reporting Person: FHM VII, L.P. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-30	Ordinary Shares	C	495370	—	Acquired	495370	Indirect
2018-05-30	Ordinary Shares	C	189141	—	Acquired	684511	Indirect
2018-05-30	Ordinary Shares	C	157701	—	Acquired	842212	Indirect
2018-05-30	Ordinary Shares	P	354949	$13.00	Acquired	1197161	Indirect
2018-05-30	Ordinary Shares	C	141166	—	Acquired	141166	Indirect
2018-05-30	Ordinary Shares	C	53899	—	Acquired	195065	Indirect
2018-05-30	Ordinary Shares	C	44940	—	Acquired	240005	Indirect
2018-05-30	Ordinary Shares	P	101150	$13.00	Acquired	341155	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-30	Series A Preferred Shares	$	C	495370	Disposed		Ordinary Shares (495370)	Indirect
2018-05-30	Series B-1 Preferred Shares	$	C	189141	Disposed		Ordinary Shares (189141)	Indirect
2018-05-30	Series B-2 Preferred Shares	$	C	157701	Disposed		Ordinary Shares (157701)	Indirect
2018-05-30	Series A Preferred Shares	$	C	141166	Disposed		Ordinary Shares (141166)	Indirect
2018-05-30	Series B-1 Preferred Shares	$	C	53899	Disposed		Ordinary Shares (53899)	Indirect
2018-05-30	Series B-2 Preferred Shares	$	C	44940	Disposed		Ordinary Shares (44940)	Indirect

Footnotes

F1: 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.

F2: These shares are held directly by Frazier Healthcare VII, L.P. ("FH VII"). The sole 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. disclaims Section 16 beneficial ownership of the securities held by FH VII, except to the extent of his or its pecuniary interest therein, if any.

F3: 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.

F4: 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.

F5: These shares are held directly by Frazier Healthcare VII-A, L.P. ("FH VIIA"). The sole 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. disclaims Section 16 beneficial ownership of the securities held by FH VIIA, except to the extent of his or its pecuniary interest therein, if any.

F6: Not applicable.