FORM 4
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 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Heron Patrick J
   2. Issuer Name and Ticker or Trading Symbol
Iterum Therapeutics plc [ITRM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O ITERUM THERAPEUTICS PLC, BLK 2, FL. 3, HARCOURT CENTRE, HARCOURT ST.		 3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018
(Street)

DUBLIN, L2 2		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
Ordinary Shares 05/30/2018   C   495,370 A (1) 495,370 I By Frazier Healthcare VII, L.P. (2)
Ordinary Shares 05/30/2018   C   189,141 A (3) 684,511 I By Frazier Healthcare VII, L.P. (2)
Ordinary Shares 05/30/2018   C   157,701 A (4) 842,212 I By Frazier Healthcare VII, L.P. (2)
Ordinary Shares 05/30/2018   P   354,949 A $ 13 1,197,161 I By Frazier Healthcare VII, L.P. (2)
Ordinary Shares 05/30/2018   C   141,166 A (1) 141,166 I By Frazier Healthcare VII-A, L.P. (5)
Ordinary Shares 05/30/2018   C   53,899 A (3) 195,065 I By Frazier Healthcare VII-A, L.P. (5)
Ordinary Shares 05/30/2018   C   44,940 A (4) 240,005 I By Frazier Healthcare VII-A, L.P. (5)
Ordinary Shares 05/30/2018   P   101,150 A $ 13 341,155 I By Frazier Healthcare VII-A, L.P. (5)

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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)		 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) 05/30/2018   C     495,370   (1)   (6) Ordinary Shares 495,370 $ 0 0 I By Frazier Healthcare VII, L.P. (2)
Series B-1 Preferred Shares (3) 05/30/2018   C     189,141   (3)   (6) Ordinary Shares 189,141 $ 0 0 I By Frazier Healthcare VII, L.P. (2)
Series B-2 Preferred Shares (4) 05/30/2018   C     157,701   (4)   (6) Ordinary Shares 157,701 $ 0 0 I By Frazier Healthcare VII, L.P. (2)
Series A Preferred Shares (1) 05/30/2018   C     141,166   (1)   (6) Ordinary Shares 141,166 $ 0 0 I By Frazier Healthcare VII-A, L.P. (5)
Series B-1 Preferred Shares (3) 05/30/2018   C     53,899   (3)   (6) Ordinary Shares 53,899 $ 0 0 I By Frazier Healthcare VII-A, L.P. (5)
Series B-2 Preferred Shares (4) 05/30/2018   C     44,940   (4)   (6) Ordinary Shares 44,940 $ 0 0 I By Frazier Healthcare VII-A, L.P. (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 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    
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    
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    

Signatures

 /s/ Patrick J. Heron   05/30/2018
**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   05/30/2018
**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   05/30/2018
**Signature of Reporting Person Date
 FHM VII, L.L.C., By: /s/ Patrick J. Heron, Manager   05/30/2018
**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   05/30/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 automatically converted into Ordinary Shares of the Issuer on a 1-to-1 basis upon closing of the initial public offering of the Issuer.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) Not applicable.

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