iRhythm Technologies, Inc. — Director's Dealing 2016

Oct 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: iRhythm Technologies, Inc. (IRTC)
CIK: 0001388658
Period of Report: 2016-10-25

Reporting Person: de Clercq Casper L. (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-25	Common Stock	C	1184747	—	Acquired	1184747	Indirect
2016-10-25	Common Stock	C	1184747	—	Acquired	1184747	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-25	Series D Convertible Preferred Stock	$	C	786864	Disposed		Common Stock (786864)	Indirect
2016-10-25	Series E Convertible Preferred Stock	$	C	397883	Disposed		Common Stock (397883)	Indirect
2016-10-25	Series D Convertible Preferred Stock	$	C	786864	Disposed		Common Stock (786864)	Indirect
2016-10-25	Series E Convertible Preferred Stock	$	C	397883	Disposed		Common Stock (397883)	Indirect

Footnotes

F1: The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F2: The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F3: The securities shown on Line 1 of Table I and Lines 1 and 2 of Table II represent securities held of record by Norwest Venture Partners XI, LP ("NVP XI"). By virtue of his position as an officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XI, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.

F4: The Series D Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F5: The Series E Convertible Preferred Stock automatically converted into common stock on a one for one basis immediately prior to the completion of the Issuer's initial public offering of common stock and has no expiration date.

F6: The securities shown on Line 2 of Table I and Lines 3 and 4 of Table II represent securities held of record by Norwest Venture Partners XII, LP ("NVP XII"). By virtue of his position as an officer of NVP Associates, LLC ("NVP Associates"), the managing member of the general partner of NVP XII, Casper de Clercq may be deemed to share voting and dispositive power with respect to such securities. Mr. de Clercq disclaims beneficial ownership of all such securities, except to the extent of any pecuniary interest therein.