Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Heron Patrick J

2. Date of Event Requiring Statement (Month/Day/Year)
05/24/2018

3. Issuer Name and Ticker or Trading Symbol
Iterum Therapeutics plc [ITRM]

(Last)

(First)

(Middle)

C/O ITERUM THERAPEUTICS PLC, BLK 2, FL. 3, HARCOURT CENTRE, HARCOURT ST.

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

DUBLIN, L2 2

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 Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Shares	⁽¹⁾	⁽²⁾	Ordinary Shares	495,370	$ ⁽¹⁾	I	By Frazier Healthcare VII, L.P. ⁽³⁾
Series A Preferred Shares	⁽¹⁾	⁽²⁾	Ordinary Shares	141,166	$ ⁽¹⁾	I	By Frazier Healthcare VII-A, L.P. ⁽⁴⁾
Series B-1 Preferred Shares	⁽⁵⁾	⁽²⁾	Ordinary Shares	189,141	$ ⁽⁵⁾	I	By Frazier Healthcare VII, L.P. ⁽³⁾
Series B-1 Preferred Shares	⁽⁵⁾	⁽²⁾	Ordinary Shares	53,899	$ ⁽⁵⁾	I	By Frazier Healthcare VII-A, L.P. ⁽⁴⁾
Series B-2 Preferred Shares	⁽⁶⁾	⁽²⁾	Ordinary Shares	157,701	$ ⁽⁶⁾	I	By Frazier Healthcare VII, L.P. ⁽³⁾
Series B-2 Preferred Shares	⁽⁶⁾	⁽²⁾	Ordinary Shares	44,940	$ ⁽⁶⁾	I	By Frazier Healthcare VII-A, L.P. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Heron Patrick J C/O ITERUM THERAPEUTICS PLC, BLK 2 FL. 3, HARCOURT CENTRE, HARCOURT ST. DUBLIN, L2 2	X	X
FHM VII, L.L.C. 601 UNION STREET, SUITE 3200 SEATTLE, WA 98101		X
FHM VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA 98101		X
Frazier Healthcare VII, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA 98101		X
Frazier Healthcare VII-A, L.P. 601 UNION STREET, SUITE 3200 SEATTLE, WA 98101		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:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(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.

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