Iterum Therapeutics plc — Major Shareholding Notification 2021

Feb 3, 2021

SC 13G/A 1 d127177dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Iterum Therapeutics plc

(Name of Issuer)

ORDINARY SHARES, $0.01 PAR VALUE PER SHARE

(Title of Class of Securities)

G6333L101

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☑ Rule 13d-1(d)

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6333L101 SCHEDULE 13G/A Page 2 of 6 Pages

| 1. | NAMES OF
REPORTING PERSONS Canaan X L.P. | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☑ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Cayman Islands | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 1,733,170 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 1,733,170 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,170 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.0% (1) | |
| 12. | TYPE OF REPORTING PERSON PN | |

(1) The percent of class was calculated based on 43,035,245 ordinary shares outstanding as of October 31, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 16, 2020.

CUSIP No. G6333L101 SCHEDULE 13G/A Page 3 of 6 Pages

| 1. | NAMES OF
REPORTING PERSONS Canaan Partners X LLC | |
| --- | --- | --- |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (a) ☐ (b) ☑ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 1,733,170 |
| | 6. | SHARED VOTING POWER 0 |
| | 7. | SOLE DISPOSITIVE POWER 1,733,170 |
| | 8. | SHARED DISPOSITIVE POWER 0 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,733,170 | |
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (9) EXCLUDES CERTAIN SHARES ☐ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW 9 4.0% (1) | |
| 12. | TYPE OF REPORTING PERSON OO | |

(1) The percent of class was calculated based on 43,035,245 ordinary shares outstanding as of October 31, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 16, 2020.

CUSIP No. G6333L101 SCHEDULE 13G/A Page 4 of 6 Pages

ITEM 1. Issuer

(a) Name of Issuer:

Iterum Therapeutics plc (the “ Issuer ”)

(b) Address of Issuer’s Principal Executive Offices:

Block 2 Floor 3, Harcourt Centre

Harcourt Street

Dublin 2, Ireland

ITEM 2. Filing Person

(a) – (c) Name of Persons Filing; Address; Citizenship:

(i) Canaan X L.P., a Cayman Islands limited partnership (the “ Fund ”); and

(ii) Canaan Partners X LLC, a Delaware limited liability company (the “ General Partner ”).

The address of the principal business office of each of the reporting persons is 285 Riverside Avenue, Suite 250, Westport, Connecticut 06880.

(d) Title of Class of Securities:

Ordinary Shares, $0.01 par value per share, (the “ Ordinary Shares ”)

(e) CUSIP Number:

G6333L101

ITEM 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a) ☐ Broker or dealer registered under Section 15 of the Act;

(b) ☐ Bank as defined in Section 3(a)(6) of the Act;

(c) ☐ Insurance company as defined in Section 3(a)(19) of the Act;

(d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940;

(e) ☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g) ☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;

(j) ☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);

(k) ☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:

CUSIP No. G6333L101 SCHEDULE 13G/A Page 5 of 6 Pages

ITEM 4. Ownership.

(a) and (b) Amount beneficially owned:

(i) The Fund directly owns 1,733,170 shares of Ordinary Shares, which represents approximately 4.0% of the outstanding shares of Ordinary Shares.

(ii) The General Partner is the general partner of the Fund and may be deemed to beneficially own 1,733,170 shares of Ordinary Shares, which represents approximately 4.0% of the outstanding shares of Ordinary Shares.

(c) Number of shares as to which such person has:

Reporting Person	Number of Ordinary Shares — (i)	(ii)	(iii)	(iv)
Canaan X L.P.	1,733,170	0	1,733,170	0
Canaan Partners X LLC	1,733,170	0	1,733,170	0

(i) Sole power to vote or direct the vote

(ii) Shared power to vote or to direct the vote

(iii) Sole power to dispose or to direct the disposition of

(iv) Shared power to dispose or to direct the disposition of

The percent of class was calculated based on 43,035,245 ordinary shares outstanding as of October 31, 2020, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the period ended September 30, 2020, as filed with the Securities and Exchange Commission on November 16, 2020.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☒

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

ITEM 8. Identification and Classification of Members of the Group.

Not applicable.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

Not applicable.

CUSIP No. G6333L101 SCHEDULE 13G/A Page 6 of 6 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 3, 2021

CANAAN X L.P.
By: CANAAN PARTNERS X LLC, its General Partner
By:	/s/ Janine MacDonald
	Janine MacDonald, Attorney-in-Fact

CANAAN PARTNERS X LLC
By:	/s/ Janine MacDonald
	Janine MacDonald, Attorney-in-Fact